THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of September 28,1999, is made
between RoomSystems, Inc., a Nevada corporation ("RoomSystems"), RSi BRE, Inc., a Nevada corporation
(the "Company"), and DONNELLY PREHN ("Indemnitee")
R E C I T A L S :
A. The Company is a wholly-owned subsidiary of RoomSystems.
B. Indemnitee is a director of the Company and in such capacity is performing valuable services for the
C. The Company and Indemnitee further recognize the substantial increase in litigation, subjecting directors and
officers to expensive litigation risks at the same time that such liability insurance has been severely limited.
D. The Company's Articles of Incorporation ("Articles") and Bylaws "Bylaws") provide for indemnification of the
officers, directors, agents and employees of the Company to the full extent permitted by the Nevada Private
Corporation Acts (the "Statute").
E. The Articles and Bylaws and the Statute specifically provide that they are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and its directors and officers with respect
to indemnification of such directors and officers.
A G R E E M E N T:
In consideration of the Recitals above, the mutual covenants and agreements herein contained, and Indemnitee's
continued service as a director of the Company after the date hereof, the parties to this Agreement agree as
1. Indemnification of Indemnitee
1.1 Scope. RoomSystems and the Company, jointly and severally, agree to hold harmless and indemnify
Indemnitee to the full extent provided under the provisions of the Company's Articles and Bylaws, and to the full
extent permitted by law, notwithstanding that the basis for such indemnification is not specifically enumerated in
this Agreement, the Company's Articles, the Bylaws, any statute or otherwise. In the event of any change, after
the date of this Agreement, in any applicable law, statute or rule r