Indemnification Agreement, dated January 15, 2009, by Michael Friess and Sanford Schwartz in favor of the registrant and Organic Region Group Limited and its subsidiaries and shareholders

contemplated hereby or thereby, or (ii) Indemnified Liabilities based upon any matter relating to HCP that occurred on or prior to the date hereof.

          2.        Promptly after receipt by an Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against Indemnitors under this Agreement, deliver to the Indemnitors a written notice of the commencement thereof, and the Indemnitors shall have the right to participate in, and, to the extent the Indemnitors so desires, jointly with any other Indemnitors similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the Indemnitors and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be paid by the Indemnitors, if the named parties to such proceeding include both the Indemnitors and the Indemnitee and, in the reasonable opinion of the Indemnitee, the representation by such counsel of the Indemnitee and the Indemnitors would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding. The Indemnitee shall cooperate fully with the Indemnitors in connection with any negotiation or defense of any such action or claim by the Indemnitors and shall furnish to the Indemnitors all information reasonably available to the Indemnitee which relates to such action or claim. The Indemnitors shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No Indemnitors shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the Indemnitors shall not unreasonably withhold, delay or condition its consent. The Indemnitors shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Indemnitors shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Indemnitors within a reasonable time of the commencement of any such action shall not relieve such Indemnitors of any liability to the Indemnitee, except to the extent that the Indemnitors is prejudiced in its ability to defend such action.

          3.        The indemnification required by this Agreement shall be made by periodic payments of the amount thereof during the course of the defense against any of the Indemnified Liabilities, reasonably promptly upon the receipt by such Indemnitee of written bills (with such appropriate supporting information as is reasonably requested by the Indemnitors that damages have been incurred and the amount thereof (together with such appropriate supporting information as is reasonably requested by the Indemnitors); provided that the Indemnitee, as applicable, shall reimburse all such payments to the extent it is finally judicially determined that such Indemnitee is not entitled to indemnification hereunder.

          4.        As security for the payment and discharge of Indemnitors’ obligations hereunder, Indemnitors hereby pledge (the “Pledge”) to Organic Region, an aggregate of 499,889 shares of common stock of HCP (the “HCP Shares”) owned and controlled by them. In furtherance of the Pledge, Indemnitors shall deliver, or cause to be delivered to Organic Region on the date hereof, the certificates representing the HCP Shares, together with all bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to HCP’s transfer agent) (together with the HCP Shares, the “Escrow Documents”). Organic Region shall hold the Escrow Documents in escrow until December 31, 2009 (the “Escrow Period”), following which time, the Escrow Documents shall be returned to the Indemnitors. Notwithstanding the foregoing, if, at any time during the Escrow Period, the security becomes enforceable due to an outstanding Indemnified Liability, Organic Region may, after providing five (5) days written notice to the Indemnitors of such outstanding Indemnified Liability,

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