INDEMNITY AGREEMENT

This Indemnity Agreement (the “ Agreement ”) is entered into and dated effective as of this 22nd day of March, 2007 (the “ Effective Date ”) by and among IPORUSSIA, INC., a Delaware corporation (the “ Company "), IPOR Capital, LLC, a Delaware limited liability company (“ IPOR Capital ”), Vladimir F. Kuznetsov, an adult resident of Moscow, Russian Federation (“ Kuznetsov ”), Mark R. Suroff, an adult resident of the State of New York, U.S.A., (“ Mark R.   Suroff ”), and Richard Bernstein, an adult resident of the State of New York, U.S.A. (“ Bernstein ”). Kuznetsov, Mark R. Suroff and Bernstein are referred to herein individually as the “ Principal ” and collectively as the “ Principals .”

A.      Kuznetsov and Bernstein have been the executive officers and directors of the Company since the Company’s inception and have been directly involved and participated in the Company’s business, operations and finances since the Company’s inception. Mark R. Suroff has recently become an executive officer of the Company.

B.      The Company and KI Equity Partners VI, LLC, a Delaware limited liability company (“ KI Equity ”) have entered into a certain securities purchase agreement dated March 8, 2007 (“ Purchase Agreement ”) under which the Company will issue 65,789,474 shares of common stock (“ Shares ”) to KI Equity, and KI Equity will purchase the Shares from the Company (“ Stock Issuance ”), for a purchase price of $625,000 (“ Purchase Price ”).

C.      All capitalized terms set forth in this Agreement (unless otherwise defined herein) shall have the meaning ascribed to them in the Purchase Agreement.

D.      As a condition to the Closing of the transactions contemplated under the Purchase Agreement (“ Closing ”), the Buyer has required that an indemnification be provided by the Principals under which the Company will be held harmless from any liabilities or obligations of the Company arising out of or related to the period prior to the Closing.

E.      The Company is willing to provide good and valuable consideration to the Principals for providing such indemnification to the Company as set forth herein.

F.      The Principals are willing to provide such indemnification pursuant to the terms and conditions hereof.

Now, Therefore, in consideration of the above recitals, the following representations, warranties, covenants and conditions, and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:

1.       Indemnification .

(a)      The Principals hereby jointly and severally indemnify and hold harmless, and agree to indemnify and hold harmless, the Company (from and after the Closing) against (i) any and all liabilities, obligations, losses, damages, claims, actions, Liens and deficiencies which exist, or which may be imposed on, incurred by or asserted against the Company (“ Asserted Claims ”) based upon, resulting from or arising out of: (a) the Liabilities (as defined herein) of the Company related to the period prior to the Closing, (b) any breach or inaccuracy of any representation or warranty by the Company under the Purchase Agreement, (c) any breach of any agreement or covenant made by the Company in or pursuant to the Purchase Agreement requiring performance by the Company prior to Closing, (d) any breach of any agreement or covenant made by the Principals in or pursuant to this Agreement, and (e) any Company Closing Obligations (as defined in the Purchase Agreement) which are not paid from the Purchase Price deposited in the Escrow Account for the disbursement and payment of the Company Closing Obligations, and (ii) any cost or expense (including reasonable attorneys' fees and court costs) incurred by the Company in connection with the foregoing (including, without limitation, any cost or expense incurred by the Company in enforcing its rights pursuant to this Agreement) (collectively, the “ Damages ”).

(b)      Each of the Principals acknowledges and agrees that it has received a copy of the Purchase Agreement, has carefully reviewed and fully understands the terms and conditions of the Purchase Agreement and fully understands that each of the Principals may be held liable for breaches of representations, warranties and agreements of the Company contained in the Purchase Agreement.

(c)      For purposes of this Agreement, the term “ Liabilities ” shall mean all debts, liabilities and obligations, direct, indirect, absolute or contingent of the Company, whether accrued, vested or otherwise, whether known or unknown and whether or not reflected, or required in accordance with U.S. GAAP to be reflected, in the Company’s balance sheet including, without limitation, accounts and trade payables, accrued expenses, payroll liabilities, vacation and sick pay obligations, deferred revenue, customer deposits, loans and promissory notes, vendor and customer claims, obligations under any contracts, agreement, instruments, licenses and leases (including, without limitation, the lease of office and other facilities wherever located, contracts, letters of intent, memorandum of understandings, employment agreements, protocols, broker-dealer agreements, financial advisory agreements, customer or client agreements, bank notes, bank guaranties, consulting agreements, business contracts, distribution, license, joint venture agreement, and other agreements to which the Company is or was a party), compensation claims and employee benefits, taxes of any kind or nature, filings made with any regulatory agencies including the SEC and the NASD, fines and penalties, obligations, damages or expenses (including fines and penalties) arising as a result of the Company’s failure to comply with any laws, rules or regulations applicable to the Company or its respective businesses (including, without limitation, any and all laws, rules and regulations under and with respect to Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the NASD governing broker-dealers), any claims by past or present stockholders, debt holders, warrant holders, or option holders on account of actions or events occurring prior to the Closing, employment matters and benefits (including any and all liabilities arising out of or with respect to the termination of the Company’s employees whether for severance, health care insurance continuation or any other matter), any and all obligations with respect to any stock option or incentive plans of the Company, any and all options and shares issued under such plans, and any registration statements filed on Form S-8 with respect to such plans, any and all Taxes (as defined in the Purchase Agreement) arising out of or related to the period prior to Closing, debt obligations of any kind, claims made by any past or current holders of the Company’s securities, customer and product warranty claims, actions and proceedings, pending or threatened, and any liabilities, obligations or claims, whether or not presently asserted, arising out of, relating to or connection with the assets or the businesses heretofore conducted by the Company or any of its respective affiliates and subsidiaries at any time prior to the Closing. Notwithstanding any other provision of this Agreement, the Liabilities shall not include any of the obligations of the Company under this Agreement or the Registration Rights Agreement.

(d)      If at any time the Company determines to assert a right to indemnification under this Section, the Company shall give to the Principals or whoever indemnification is being asserted against, prompt written notice describing the matter for which indemnification is sought in reasonable detail so as to allow the party receiving said notice full understanding of the Asserted Claims received by the Company and the extent of the Company’s access to books and records that may be reasonably necessary or useful in the defense against any Asserted Claims. In the event that a demand or claim for indemnification is made hereunder with respect to a matter the amount or extent of which is not yet known or certain, the notice of demand for indemnification shall so state, and, where practicable, shall include an estimate of the amount of the matter. The failure of the Company to give notice of any matter to the Principals shall not relieve the Principals of any liability which the Principals may have to the Company, except to the extent such failure to notify shall have resulted or caused prejudice to the Principals or results in a material adverse impact on the ability of the Principals to respond to any Asserted Claims, conduct discovery, assert any affirmative defenses against said Claims, or prevent the Principals from obtaining a convenient and commercially reasonable forum and venue to adjudicate, mediate, or arbitrate any said Asserted Claims. Within 10 days after receipt of the notice referred to above, the Principals shall (i) acknowledge in writing its responsibility for all or part of such matter, and shall pay or otherwise satisfy the portion of such matter as to which responsibility is acknowledged or take such other action as is reasonably satisfactory to the Company to resolve any such matter that involves anyone not a party hereto, or (ii) give written notice to the Company of its intention to dispute or contest all or part of such responsibility. Upon delivery of such notice of intention to contest, the parties shall negotiate in good faith to resolve as promptly as possible any dispute as to responsibility for, or the amount of, any such matter. If such dispute is not resolved within 10 days, such dispute shall be submitted to arbitration as provided under Section 7.h. hereof.

(e)      The Principals shall have the authority and the right to select legal counsel and to satisfy a