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 "Officer").
The Officer, the current Vice President, Business Development of the Company, performs a valuable service in
such capacity for the Company. To induce the Officer to continue to serve in her capacity as an officer of the
Company, the Company has determined and agreed to enter into this Agreement with the Officer.
NOW, THEREFORE, in consideration of the promises contained in this Agreement and the Officer's agreement
to continue service as an officer of the Company, the parties hereto, intending to be legally bound, agree as
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 Officer 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 Officer'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 one of its officers, 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
obligations hereunder or to any matter that arose from circumstances that occurred befo