Exhibit 2
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT ("Agreement") is entered into on the 9th
day of August
2001 between SITEWORKS BUILDING AND DEVELOPMENT CO.,, a Florida
corporation (the
"Company"), and Carf M Nurse_(Indemnitee").
R E C I T A L
The Indemnitee currently is serving as a director or officer, or
both, of the
Company and the Company wishes the Indemnitee to continue in such
capacities. In
order to induce the Indemnitee to continue to serve in such
capacities for the
Company and in consideration for his continued service, the Company
wishes to
provide for indemnification of the Indemnitee upon the terms and
conditions set
forth below.
A G R E E M E N T
It is agreed as follows:
1.
The Company will pay on behalf of the Indemnitee, and his
executors,
administrators or assigns, any amount which he is or becomes
legally
obligated to pay because of any claim or claims made against him
because
of
any act or omission or neglect or breach of duty which he commits
or
suffers while acting in his capacity as a director or officer of
the
Company. The payments which the Company will be obligated to
make
hereunder shall include, INTER ALIA, damages, judgments,
settlements,
costs of investigation and costs of defense of legal, criminal
or
equitable actions, claims or proceedings and appeals therefrom,
including
attorneys' fees of Indemnitee, costs of attachment or similar
bonds,
costs of establishing a right to indemnification under this
Agreement,
and
fines, penalties or other obligations or fees imposed by law.
2.
If a claim under this Agreement is not paid by the Company within
60 days
after a written claim has been received by the Company, the
claimant may
at
any time thereafter bring suit against the Company to recover
the
unpaid amount of the claim and if successful, in whole or in part,
the
claimant also shall be entitled to receive from the Company
claimant's
reasonable attorneys' fees and other expenses of prosecuting such
claim.
3.
In the event of payment under this Agreement, the Company shall
be
subrogated to the extent of such payment to all of the rights of
recovery
of
the Indemnitee, who shall execute all papers reasonably required
and
shall do everything that may be necessary or appropriate to secure
such
rights, including the execution of such documents necessary or
appropriate to enable the Company effectively to bring suit to
enforce
such
rights.
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4.
Notwithstanding anything contained herein to the contrary:
(a)
The Company shall not be liable to Indemnitee for, nor obligated
to
furnish advances in connection with, any loss, cost or expense of
Indemnitee
resulting from his willful or negligent violation of Section 16(b)
of the
Securities Exchange Act of 1934 or the Foreign Corrupt Practices
Act of 1977.
(b)
The Company shall not be liable to the Indemnitee for, and shall
not
be obligated to furnish any advances except for repayable costs,
charges and
expenses as stated below, in connection with, any loss, cost or
expense of
Indemnitee as the direct result of a final judgment for money
damages payable to
the Company or any affiliate for or on account of loss, cost or
expense directly
or indirectly resulting form the Indemnitee's negligence or
misconduct within
the meaning of Florida General Corporation Law.
(c) Unless
otherwise allowed by a court of competent jurisdiction, the
Company shall not be liable to Indemnitee for, and Indemnitee
undertakes to
repay the Company for all advances which may have been made of,
expenses of
investigation, defense or appeal of any matter the judgment of
which is excluded
under subsection 4(b) next above.
(d)
Unless otherwise determined by a court of competent jurisdiction,
a
settlement of any suit, action or proceeding shall
