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Exhibit 99.18
November 9, 2005
Vista.com, Inc.
8440 154th Ave. NE
Redmond, WA 98052
Attention: John Wall, Chief Executive
Officer
Source Energy Corporation
3040 Granite Meadow Lane
Sandy, Utah 84092
Re: Indemnity Agreement ("AGREEMENT")
respecting Section 1.3(b) of the Agreement
and Plan of Merger
("MERGER AGREEMENT"), among Vista.com, Inc., a Washington
corporation ("VISTA"),
Vista Acquisition Corp., a Washington corporation
("MERGER SUBSIDIARY"),
and Source Energy Corporation, a Utah corporation
("SOURCE"); and
payment of the aggregate sum of $300,000 and issuance of
500,000 shares of
Common Stock of Vista ("VISTA COMMON STOCK") to Jenson
Services, Inc., a Utah
corporation ("JENSON SERVICES") and/or Craig
Carpenter
("CARPENTER").
Gentlemen:
In partial
consideration of the Closing (as defined in the Merger
Agreement), in connection with which (a)
Jenson Services will be issued 350,000
shares of Vista common stock (70,000 shares
of which Jenson Services has
directed be paid to Leonard W. Burningham),
plus the additional sum of $150,000
($25,000 of which has already been paid to
Jenson Services, receipt of which is
hereby acknowledged); and (b) Carpenter
will be issued 150,000 shares of Vista
common stock, plus the additional sum of
$150,000, Jenson Services and Carpenter
hereby jointly and severally agree to pay
and indemnify and hold Source and
Vista harmless from and against: (i) any
and all manners of actions, causes of
action, suits, debts, liabilities, sums of
money, accounts, covenants,
controversies, agreements, promises,
damages, judgments, executions, costs,
expenses, rights, claims or demands
whatsoever of Source or against Source
existing at the date of Closing or arising
out of any action or inaction of
Source or its officers, directors,
principal shareholders, employees or agents,
at law or in equity, existing on or at any
time before the date of Closing or
thereafter arising, whether anticipated or
unanticipated, known or unknown,
contingent or non-contingent, liquidated or
non-liquidated, including without
limitation, (x) any and all attorney fees
owing to Leonard W. Burningham,
Branden T. Burningham and Bradley C.
Burningham, and (x) any and all accountant
fees owing to Mantyla McReynolds, but (y)
excluding the $75,000 currently owed
to Carpenter; as well as (ii) any
liabilities (of any nature or type whatsoever)
arising out of or in connection with breach
of the covenants or representations
and warranties of Carpenter or Jenson
Services contained in this Agreement
(matters described in clauses (i) and (ii),
collectively the "LIABILITIES"). In
further consideration of the
indemnification obligations of Jenson Services and
Carpenter (as contemplated hereunder), the
above-described shares of Vista
common stock to be granted to Jenson
Services, Carpenter and Leonard W.
Burningham will be entitled to certain
registration
EXECUTION VERSION
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rights; provided, that Jenson Services and
Messrs. Carpenter and Burningham each
become a party to that certain Registration
Rights Agreement dated June 6, 2005,
by and among Vista and the parties listed
therein (the "REGISTRATION RIGHTS
AGREEMENT"), by executing and delivering to
Vista a counterpart signature page
thereto, and thereupon such shares of Vista
common stock so issued shall be
deemed "REGISTRABLE SECURITIES" thereunder
in accordance with Section 2.2(b) of
the Registration Rights Agreement.
Each of Jenson
Services and Carpenter hereby represents and warrants to
Vista that (i) the information contained in
the reports and/or registration
statements of Source that have been filed
with the Securities and Exchange
Commission (the "SEC REPORTS") as of the
date hereof, and (ii) Source's
representations and warranties set forth in
Article 3 of the Merger Agreement,
are true, correct and complete in all
material respects and do not contain any
misstatement of a material fact or omit to
s
