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Indemnity Agreement - ARCTURUS VENTURES INC - 10-19-2000

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Indemnity Agreement - ARCTURUS VENTURES INC - 10-19-2000 Powered By Docstoc
					INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and Matthew Troster ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers. C. It is essential to the Company that it attract and retain as officers and directors the most capable persons available and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve or continue to serve as a director and/or officer of the Company, the Board of Directors has determined, after due consideration and investigation of the terms and provisions of the Agreement and the various other options available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and its stockholders. NOW, THEREFORE, in consideration of the services or continued services of the Indemnitee and in order to induce the Indemnitee to serve or continue to serve as director and/or officer, the Company and the Indemnitee do hereby agree as follows: 1. Definitions. As used in this Agreement: 1

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any other person. 3. Indemnification in Third Party Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other that a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, 2

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding 3

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual 4

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee expenses with respect to Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except 5

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors and/or officers. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines, in its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. 6

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or by any other applicable provision of applicable corporate law. 16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware. 17. Amendments. No amendment, waiver, modification, termination or cancellation of this 7

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: Matthew Troster 1 Central Ave Unit 1 Atlantic Highlands, NJ 07716 or to such other address as either shall designate in writing. IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written above. INDEMNITEE:
/s/ Matthew Troster ---------------------Matthew Troster By: /s/ Manuel E. Iglesias ---------------------Manuel Iglesias, Secretary

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INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and Manuel Iglesias ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers. C. It is essential to the Company that it attract and retain as officers and directors the most capable persons available and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve or continue to serve as a director and/or officer of the Company, the Board of Directors has determined, after due consideration and investigation of the terms and provisions of the Agreement and the various other options available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and its stockholders. NOW, THEREFORE, in consideration of the services or continued services of the Indemnitee and in order to induce the Indemnitee to serve or continue to serve as director and/or officer, the Company and the Indemnitee do hereby agree as follows: 1. Definitions. As used in this Agreement: 1

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any other person. 3. Indemnification in Third Party Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other that a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, 2

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding 3

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual 4

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee expenses with respect to Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except 5

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors and/or officers. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines, in its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. 6

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or by any other applicable provision of applicable corporate law. 16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware. 17. Amendments. No amendment, waiver, modification, termination or cancellation of this 7

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: Manuel Iglesias 12300 Old Cutler Road Miami, FL 33156 or to such other address as either shall designate in writing. IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written above. INDEMNITEE:
/s/ Manuel E. Iglesias ---------------------Manuel E. Iglesias By: /s/ Matthew Troster ---------------------Matthew Troster, President

8

INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made as of May 1, 2000, by and between Arcturus Ventures, Inc., a Nevada corporation ("Company"), and E. Terry Jaramillo ("Indemnitee"), a director and/or officer or key executive, employee or consultant of the Company, or a person serving at the request of the Company as a director, officer, employee or agent of another enterprise. RECITALS A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in such capacity has rendered and/or will render valuable services to the Company. B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory indemnification provisions to provide its directors and officers with adequate protection against various legal risks and potential liabilities to which such individuals are subject due to their positions with the Company and has concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its directors and/or officers. C. It is essential to the Company that it attract and retain as officers and directors the most capable persons available and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve or continue to serve as a director and/or officer of the Company, the Board of Directors has determined, after due consideration and investigation of the terms and provisions of the Agreement and the various other options available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and its stockholders. NOW, THEREFORE, in consideration of the services or continued services of the Indemnitee and in order to induce the Indemnitee to serve or continue to serve as director and/or officer, the Company and the Indemnitee do hereby agree as follows: 1. Definitions. As used in this Agreement: 1

(a) The term "Proceeding" shall include any threatened, pending or completed inquiry, hearing, investigation, action, suit, arbitration or other alternative dispute resolution mechanism or proceeding, formal or informal, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he/she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. (b) The term "Expenses" includes, without limitation: attorneys' fees, costs, disbursements and retainers; accounting and witness fees; fees of experts; travel and deposition costs; transcript costs, filing fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with any investigations, judicial or administrative proceedings and appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which he/she is not otherwise compensated by the Company or any third party. The term "Expenses" does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee. 2. Agreement to Serve. The Indemnitee agrees to serve or to continue to serve as a director and/or officer of the Company for so long as he/she is duly elected or appointed or until such time as he/she tenders his/her resignation in writing or is removed as a director and/or officer. However, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any subsidiary or any other person. 3. Indemnification in Third Party Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other that a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact that the Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, 2

officer, employee or agent of another enterprise, against all Expenses, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation; provided that any settlement of a Proceeding be approved in writing by the Company. 4. Indemnification in Proceedings by or In the Name of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, against all Expenses, judgments, fines penalties and ERISA excise taxes actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable corporate law and the Company's Articles of Incorporation. 5. Conclusive Presumption Regarding Standards of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable corporate law, for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding due to which a claim is made under this Agreement, (ii) by the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim is made under this Agreement, (iii) in a written opinion by independent counsel, selection of whom has been approved by the Indemnitee in writing, or (iv) by a court of competent jurisdiction. 6. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of the Agreement, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding 3

without an admission of liability, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith to the fullest extent permitted by applicable corporate law. 7. Advances of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable corporate law; provided that the Indemnitee shall undertake in writing to repay any advances if it is ultimately determined that the Indemnitee is not entitled to indemnification. 8. Partial Indemnification. If the Indemnitee is entitled under any provision of the Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties or ERISA excise taxes actually and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount of his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for the portion of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is entitled. 9. Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. (b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual 4

determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct. (c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding. (d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employee his/her counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be advances by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company and the Indemnitee. 10. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee expenses with respect to Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except 5

with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable corporate law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgment, fines, penalties or ERISA excise taxes sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgment, fines, and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law; and (d) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. 11. Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, as long as the Indemnitee continues to serve as a director and/or officer of the Company and thereafter as long as the Indemnitee may be subject to any possible Proceeding, the Company, subject to subsection (c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers. (b) In all D&O insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors and/or officers. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines, in its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. 6

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any agreement, vote of shareholders or disinterested directors, provision of applicable corporate law, or otherwise, both as to action in his/her official capacity and as to action in another capacity on behalf of the Company while holding such office. 13. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the Indemnitee and his/her heirs, executors, administrators and assigns, whether or not Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. 14. Severability. Each and every paragraph, sentence, term and provision hereof is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement shall be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable corporate law. 15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, penalties for ERISA excise taxes incurred with respect to any Proceeding to the full extent permitted by any applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or by any other applicable provision of applicable corporate law. 16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware. 17. Amendments. No amendment, waiver, modification, termination or cancellation of this 7

Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Articles of Incorporation, Bylaws, or by other agreements, including D&O Insurance policies. 18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other. 19. Notices. Any notice required to be given under this Agreement shall be directed: TO: Arcturus Ventures, Inc. 77 Memorial Highway Suite 101 Atlantic Highlands, NJ 07716 With a copy to: Andrea Cataneo, Esq. 12 South Third Avenue Mine Hill, NJ 07803 TO: E. Terry Jaramillo 550 Vittorio Avenue Coral Gables, FL 33134 or to such other address as either shall designate in writing. IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written above. INDEMNITEE:
/s/ E. Terry Jaramillo ------------------------E. Terry Jaramillo By: /s/ Matthew Troster --------------------------Matthew Troster, President

8

STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT, made as of this 1st day of April, 2000, by and between: ARCTURUS VENTURES, INC., a Nevada corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "ISSUER") AND OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "FOUNDER") WITNESSETH THAT: WHEREAS, OLDE MONMOUTH CAPITAL CORP. is the founder of ISSUER, which has been organized as a "blank check" company as defined is SEC Rule 419; WHEREAS, OLDE MONMOUTH CAPITAL CORP. desires to assure compliance with SEC rules and regulations applicable to Rule 419 blank check companies and thereby assure a potential target company that following its merger or acquisition the NASD will be authorized to permit trading in the ISSUER's Common Stock; NOW, THEREFORE, intending to be legally bound and in consideration of the mutual promises and covenants contained herein intending the target Company as a third party beneficiary hereof to rely upon this Standstill Agreement, the parties agree as follows: 1. FOUNDER is the owner of 500,000 shares of the Common Stock of ISSUER. 2. In consideration of the commitments of ISSUER set forth in Paragraph 3 following, FOUNDER agrees that notwithstanding any SEC rule or regulation, including specifically Rule 144, now existing or hereafter adopted, which would permit earlier sale, transfer, pledge hypothecation or disposition, other than pursuant to an effective Registration Statement as provided in Paragraph 3 following, that it will not, for purposes of Rule 144, be deemed to have commenced the holding period required by Rule 144 until that date on which the merger or acquisition is consummated after the reconfirmation vote required by Rule 419. (b) ISSUER is hereby authorized by FOUNDER to: (i) instruct its transfer agent to place a restrictive legend on the face of the certificates issued to them stating that" "The shares represented by this certificate are subject to a Standstill Agreement of Page 1 of

April 1, 2000 and may not be sold, transferred, pledged, hypothecated or disposed of except in accordance with such Standstill Agreement"; and (ii) instruct its transfer agent to place "stop transfer" instructions against the certificate issued to it, subject to the requirement that such instructions not be released until it provides an opinion of its counsel that there has been compliance with the terms of this Paragraph 2 of this Standstill Agreement. 3. In consideration of the Standstill obligations set forth in Paragraph 2 above, ISSUER agrees that in any agreement with a target company for its merger or acquisition, it will require that: (i) the target Company shall agree that within fifteen (15) days following the consummation of the merger or acquisition it will file a Form 8-K containing all the information as would be required if Rule 12(g)3(a) applied, and as required for Form 10-KSB, and shall clear all comments thereon with all due speed, in good faith. (ii) the target company shall agree that, assuming a merger or a acquisition is consummated, it will make all filings, including the Form 8-K referred to above, required under the Securities Ac t of 1934 on a timely basis so as to maintain the applicability of Rule 144; and (iii) the target company shall provide piggyback registration rights to FOUNDER so that in the event ISSUER files a 1933 Act Registration Statement with the SEC it will notify FOUNDER and upon request include its shares in such Registration Statement at no cost to it. 4. This Standstill Agreement shall not be subject to amendment, except as may be required to comply with any SEC or NASD rule, regulation or requirement. 5. The parties agree that the target company is intended to be a third party beneficiary of this Standstill Agreement and shall have standing to enforce the terms hereof. 6. The parties agree that the validity, interpretation, and performance of this Standstill Agreement shall be controlled by and construed under the laws of the State of Nevada. Venue and jurisdiction of any controversy or claim arising out of, or relating to this Standstill Agreement, or the breach thereof, shall be in Newark, New Jersey. In any legal action or other proceeding involving, arising out of or in any way relating to this Standstill Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses of litigation. 7. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. 9. The failure of either party to object to, or to take affirmative action with respect to, any conduct of the other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct. No delay or failure by any party to exercise any right under this Agreement, and no Page 2 of

partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein. 8. All notices or other communications to be sent as provided for by this Standstill Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Standstill Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties. IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement the day and year first above written: WITNESS: STOCKHOLDER: OLDE MONMOUTH CAPITAL CORP.
By: /s/ Matthew Troster ------------------President

ARCTURUS VENTURES, INC.
By: /s/ Matthew Troster ------------------President

Page 3 of

LOAN AGREEMENT THIS LOAN AGREEMENT, made this 17th day of August, 2000 by and between: OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation having its principal offices located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") AND ARCTURUS VENTURES, INC., a Nevada corporation having its principal offices at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") 2424 N. Federal Highway, Suite 255, Boca Raton, Florida 33431 (hereinafter "BORROWER") WITNESSETH THAT: WHEREAS, BORROWER is a blank check company which intends to make a public offering of its securities pursuant to SEC Rule 419, and pursuant to such offering BORROWER intends to escrow all proceeds received in the Escrow Account with Summit Bank and, accordingly, will not use any of the funds for working capital, as a result of which BORROWER anticipates needing working capital in order to meet its costs and expenses; WHEREAS, LENDER, as the founder and the primary shareholder of BORROWER, for its business purposes is willing to loan to BORROWER a total sum equal to the gross proceeds raised in the offering, up to a total of Forty Thousand Dollars ($40,000) on certain terms and conditions; and WHEREAS, BORROWER desires to borrow such funds in order to meet its costs and expenses pending release of the escrowed proceeds of the offering; on certain terms and conditions; and WHEREAS, the parties have negotiated and reached certain understandings with respect to the terms and conditions and they desire a written document to evidence and formalize their understandings; NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises and covenants contained herein, the parties have agreed as follows: 1. (a) On the terms and conditions of this Loan Agreement, LENDER shall, as provided in Paragraph 2(a) 1

below, lend to BORROWER a sum equal to the gross proceeds of BORROWER's public offering, which proceeds will be escrowed with Summit Bank, 950 Highway 36, Leonardo, New Jersey 07737.. On the terms and conditions of this Agreement, BORROWER may borrow any sums, from time to time during the term of this Loan Agreement, up to the total proceeds raised in such public offering and escrowed with Summit Bank. (b) On the terms and conditions of this Loan Agreement LENDER may, as provided in Paragraph 2(b) below, lend to BORROWER any sum which LENDER, in its sole discretion, may determine. LENDER shall be under no obligation to make any loan either (i) prior to successful completion of the offering or (ii) in excess of the gross proceeds of the offering. 2. (a) The contracted loan shall be made in installment draws from time to time at any time after successful completion of the public offering by BORROWER (i.e.,after the sale by BORROWER of at least 24,000 Units) on the next banking day after any request made by BORROWER, provided that the sum requested, when added to all prior loans hereunder shall not exceed the total gross proceeds of the offering. (b) Any discretionary loans shall be made at any time, and from time to time, as LENDER may determine in response to a request from BORROWER. (c) The interest on all loans made by LENDER to BORROWER shall be equal to that being paid by the escrow, Summit Bank, on the proceeds deposited with it in the Escrow Account. 3. The purpose of this Loan Agreement is to permit BORROWER to have working capital with which to meet its costs and expenses until release of the escrowed funds in accordance with SEC Rule 419. LENDER acknowledges that: (a) any and all loans which may be made hereunder are unsecured, and LENDER has no lien on the escrow account at Summit Bank or in the funds deposited therein; and (b) investors in the offering have the right to a "reconfirmation vote", and may vote not to reconfirm their investments in BORROWER, in which event the escrowed funds attributable to such non-reconfirming investors will be returned to them, with the interest earned thereon, and the amount of the funds released to BORROWER may be less than the original gross proceeds and therefore less than the contracted loan; and (c) insufficient investors in the offering may vote to reconfirm their investments, in which event all funds and the interest earned thereon would be returned to the subscribers in the offering and no funds would be released to BORROWER which would therefore lack funds for repayment of the loans or any interest thereon. 4. (a) Upon release to it of any of the escrowed funds, following the reconfirmation vote, BORROWER shall 2

promptly repay to LENDER all loans made hereunder, whether contracted loans or discretionary loans, and the interest thereon, to the full extent of the proceeds released if necessary, except as specifically provided in subparagraph (c) below.. (b) If the proceeds released to BORROWER are insufficient to repay fully the loans and the interest thereon, LENDER may, in its sole discretion, convert any un-repaid principal and interest into Common Stock of the BORROWER. Such conversion shall be at a price per share of ten cents ($ 10), the offering price in BORROWER's public offering. Such shares shall be restricted as to further transfer and LENDER shall take such shares for investment purposes. LENDER shall be under no obligation to make any conversion. To the extent that the loans and the interest thereon are not fully repaid, and LENDER does not convert all of the unrepaid balance, BORROWER shall promptly issue to LENDER its promissory note, due within twenty-four months after issuance, in a principal amount equal to the un-repaid and un-converted balance of loans and interest thereon, which principal amount shall bear simple interest, payable quarterly in arrears, at the rate of twelve percent (12%) per annum. (c) In the event that the proceeds released to BORROWER, if fully or partially used to repay loans hereunder, would not permit BORROWER to meet its commitments under any acquisition or merger agreement, BORROWER shall retain the funds required. LENDER shall have the conversion privilege set forth in subparagraph (b) above and in the event that LENDER does not elect to convert all of the unpaid principal and interest, BORROWER shall issue its promissory note as provided in such sub-paragraph. 5. All notices to a party shall be deemed given when mailed by registered or certified mail to the address at the head of this Loan Agreement or such other address as may be substituted therefor. 6. This Agreement is the entire Agreement among the parties. No alteration, modification, or waiver of term or condition hereof shall be binding unless in writing and signed by all parties. 7. This Agreement may be amended only with the written approval of the party to be charged therewith; provided, however, that no such amendment may be made that would cause a breach of any warranty or representation herein or cause any breach by BORROWER of SEC Rule 419. 8 Whenever required by the context hereof: the masculine gender shall be deemed to include the feminine and neuter; and the singular member shall be deemed to include the plural. Time is expressly declared to be of the essence of this Agreement. 9. It is the intent of the parties that this Agreement shall be construed and interpreted, and that all questions 3

arising hereunder shall be determined in accordance with the provisions of the laws of the State of New Jersey. 10. Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Atlantic Highlands, NewJersey, in accordance with the rules and regulations of the American Arbitration Association, except that the provisions for discovery shall be as set forth in the Rules of Civil Procedure then in effect in New Jersey. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall in each case, including awards and the allocation of costs, be final and binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. 11. This Agreement may be executed in two or more counterparts, any one of which shall be deemed to be an original. 12. No agent, broker, person, or firm acting on behalf of either party or any of their subsidiaries or under the authority of any of them is or will be entitled to any commission or broker's or finder's fee or financial advisory fee in connection with any of the transactions contemplated herein. IN WITNESS WHEREOF, and intending to be legally bound, the parties have hereunto set their hands and seal the day and year first above written. ARCTURUS VENTURES INC. (Borrower) ATTEST:
BY: /s/ Matthew Troster ------------------Matthew Troster Pres.

/s/ Manuel Iglesias ------------------Secretary

OLDE MONMOUTH CAPITAL CORP. (Lender)

ATTEST: BY: /s/ John Catricola ------------------John Catricola Pres.

/s/ Manuel Iglesias ------------------Secretary

4

MICHAEL G. SENECA CERTIFIED PUBLIC ACCOUNTANT 7448 Amboy Road Staten island, New York 10307 MEMBER: AICPA TEL: (718) 356-4400 NYSSCPA FAX: (718) 356-4500 NJSSCPA Arcturas Ventures, Inc. 77 Memorial Parkway Atlantic Highlands, NJ 07116 As an independent certified public account, I consent to the inclusion in this Form SB-2 Registration Statement of our report dated August 31, 2000. Very truly yours,
/s/ Michael G. Seneca --------------------Michael G. Seneca Certified Public Accountant October 12, 2000

ARTICLE 5 This schedule contains summary financial information extraced from the financial statements included in this filing and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 2000 AUG 31 2000 5,000 0 0 0 0 5,000 0 10,000 0 0 0 0 0 538 9,462 10,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0