EXHIBIT
99.1
Nevada Law Regarding Indemnification
Our
bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability
under the Securities Act. The Nevada Revised Statutes allow a
company to indemnify our officers, directors, employees, and
agents from any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative,
or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been
made that the officer, director, employee, or agent acted in
good faith and in a manner, which such person believed to be
in the best interests of the Registrant. A determination may
be made by the stockholders; by a majority of the directors
who were not parties to the action, suit, or proceeding
confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of
directors who were not a party to such action, suit, or
proceeding does not exist.
Provided
the terms and conditions of these provisions under Nevada law
are met, officers, directors, employees, and agents of the
Registrant may be indemnified against any cost, loss, or
expense arising out of any liability under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant, we have been advised
that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy and is,
therefore, unenforceable.
The
Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and
directors.
"A.
NRS 78.7502. Discretionary and mandatory indemnification of
officers, directors, employees and agents: General
provisions .
"1.
A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by
or in the right of the corporation, by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
"2.
A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation. Indemnification may not
be made for any claim, issue or matter as to which such a
person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals there from, to be liable
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