INDEMNITY AND HOLD HARMLESS AGREEMENT

THIS AGREEMENT is executed effective this _____day of_____________, 2006 by _______________________________, whose address is __________________________________________, hereinafter referred to as “Indemnor”, in favor of and for benefit of Spring Creek Association, a Nevada Corporation of 451 Spring Creek Parkway, Spring Creek, Nevada and all of its officers, directors, employees, members and agents, individually and without limitation the parties, and hereinafter collectively referred to as “SCA”.

For good and valuable consideration, the receipt and sufficiency of which being acknowledged, including the permission to use property owned or controlled by SCA, indemnor, for itself and its offices, employees, agents and members does hereby agrees, irrevocably follows:

1. To indemnify and save and hold harmless SCA from and for, any and all liability, claims, suits, proceedings, demands, losses, damages or expense of any name or nature, including administrative orders and proceeding and arbitration, which SCA sustains or incurs, including all claims regarding property loss, personal injury or death, resulting in any way, or in any manner connected with indemnor’s use, occupation, or location, on or around the property owned or controlled by SCA.

2. Indemnor assumes full risk of any loss, injury or damages whatsoever occurring while indemnor, or any one of them, is in, on, or around the property of SCA.

3. If SCA, in the enforcement of any part of this Agreement, incurs any reasonably necessary expense, or becomes obligated to pay attorney’s fees, court costs, witnesses’ fees, travel costs, investigation charges and the like, indemnor shall reimburse SCA for the same within 30 days of the date of receipt of written notices of such costs or expenses by SCA to indemnor. This right of indemnity shall include any and all civil or administrative defense costs as incurred.

4. This Agreement is also a covenant not to sue SCA for any cause or matter referred to herein and indemnor agrees that the provisions contained herein are intended to be as broad and inclusive as permitted by laws of State of Nevada and if any portion hereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full force and legal effect.

5.  Spring Creek makes no warranty or representations in regard to whether or not the facilities are fit for the intended use by the leasee and that the leasee accepts the premises in an ‘as is, where is’ condition without any warranty in regard to the facility’s fitness for  the intended use by the leasee.

6.  Leasee warrants and agrees that it will not use the equipment, fixtures, and facilities located on or in the premises in any manner in violation of any convenant or condition in the Spring Creek DOR’S or any regulation or statute applicable to the premises under County, State or Federal law.

7. Upon execution hereof, this Agreement shall remain in full force and effect for all past activities referred to herein and shall apply to all future activities conducted by indemnor or properties owned or controlled by SCA and this Agreement shall not expire nor shall it be revoked except in writing delivered to SCA’s office above described.

IN WITNESS WHEREOF, Indemnor has executed this document, with full and complete knowledge of its effects, as of the day and date first above written.

INDEMNOR

By:        ___________________________________________

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Name:    ___________________________________________

Group

Name     __________________________________________

SCA

Represinitive:  __________________________________________