THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered into effective as of May 31, 2000 by
and between eRoomSystem Technologies, Inc., a Nevada corporation (the "Corporation"), and John J. Prehn
("Indemnitee"), based on the following premises.
A. The articles of incorporation of the Corporation (the "Articles") and the bylaws (the "Bylaws") provide for
indemnification of the Corporation's directors and officers in accordance with Chapter 78 of the Nevada Revised
Statutes (the "Statute").
B. The Articles, Bylaws, and the Statute contemplate that contracts and other arrangements may be entered into
with respect to indemnification of officers and directors.
C. It is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify
Indemnitee so that he will to serve as a director of the Corporation and will be able to service the Corporation
free from undue concern that he will not be adequately protected.
D. Indemnitee is willing to serve the Corporation on condition that he is indemnified on the terms and conditions
of this Agreement.
E. The directors of the Corporation have duly approved this Agreement and the indemnification provided herein
with the express recognition that the indemnification arrangements provided herein exceed that which the
Corporation would be required to provide pursuant to Section 78.751 of the Statute.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and
Indemnitee do hereby covenant and agree as follows:
1. DEFINITIONS. As used in this Agreement.
a. The term "Proceeding" shall include any threatened, pending, or completed action, suit, or proceeding, whether
brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative, or
investigative nature, in which Indemnitee was, is, or will be involved as a party, as a witness, or otherwise, by
reason of the fact t