THIS AGREEMENT (this "Agreement") is made and entered into as of this 7th day of August, 2001, between
Covalent Group, Inc., a Nevada corporation (the "Company") and the individual whose name appears on the
signature page hereto (the "Director").
The Director, a member of the Board of Directors and the Principal Accounting Officer of the Company,
performs a valuable service in such capacities for the Company. To induce the Director to continue to serve as a
member of the Board of Directors and an officer of the Company, the Company has determined and agreed to
enter into this Agreement with the Director.
NOW, THEREFORE, in consideration of the promises contained in this Agreement and the Director's agreement
to continue service as a director and officer, the parties hereto, intending to be legally bound, agree as follows:
1. Certain Definitions. Capitalized terms used in this Agreement shall have the meanings set forth on Appendix A
to this Agreement. Other terms are defined where appropriate in this Agreement.
2. Scope of Indemnity. The Company shall hold harmless and indemnify the Director from any action described
in Sections 3 and 4 of this Agreement to the fullest extent permitted by Nevada law, now in effect or as may
hereafter be in effect, including any changes after the date of the Agreement in any applicable law, statute, or rule
which expands the right of a Nevada corporation to indemnify a member of its board of directors. All such
changes shall be, ipso
facto, within the purview of the Director's rights and the Company's obligations under this Agreement. In the
event of any change in any applicable law, statute, or rule which narrows the right of a Nevada corporation to
indemnify a member of its board of directors, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to the Agreement shall have no effect on this Agreement or the parties' rights and