2. Indemnity. Notwithstanding any amendment, modification or repeal of the indemnification provisions of the [state] General Corporation Law or the Company's Restated Certificate of Incorporation after the date of this Agreement, the Company shall hold harmless and indemnify the Indemnified Party against any and all Expenses, except:

(a). Expenses for which the Indemnified Party is indemnified pursuant to any directors and officers insurance policy purchased and maintained by the Company. It is specifically understood that the indemnity provided in this Agreement is in excess of any such directors and officers insurance policy and the Indemnified Party will look first to the directors and officers insurance policy; or

(b). Remuneration paid to the Indemnified Party if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or

(c). Expenses incurred on account of any Action in which judgment is rendered against the Indemnified Party for an accounting of profits made from the purchase or sale by the Indemnified Party of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments to it or similar provisions of any federal, state or local law; or

(d). Expenses incurred on account of the Indemnified Party's conduct which is finally adjudged to have been (or Indemnified Party has admitted facts sufficient to conclude that h— conduct was): (1) a breach of the duty of loyalty to the Company or its stockholders, (2) an act or omission which was not in good faith, (3) an act or omission which involved intentional misconduct or a knowing violation of law, or (4) a transaction from which the Indemnified Party derived an improper personal benefit; or

(e). If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful as against public policy; or

(f). Any income taxes, or any interest or penalties related to them, in respect of compensation received for services as a director and/or officer.

3. Continuation of Indemnity. All agreements and obligations of the Company contained in this Agreement shall continue during the period the Indemnified Party is a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue so long as the Indemnified Party shall be subject to any possible Action by reason of the fact that the Indemnified Party was a director or officer of the Company or serving in any other capacity referred to in this Agreement.

4. Notice to Company. The Company shall perform its obligations under this Agreement upon receipt of written demand for such performance from the Indemnified Party, and, if the Company fails to perform its obligations under this Agreement on demand, the Indemnified Party may then at any time bring legal action against the Company to obtain full and complete performance of its obligations under this Agreement. In any action brought to enforce this Agreement, upon a showing by the Indemnified Party that a claim has been asserted against h— with respect to or in connection with any alleged act or omission by h— as a director or officer of the Company, or any alleged neglect or breach of duty by h— as an officer of the Company or otherwise in h— capacity as a director or officer of the Company, there shall be a presumption that the Indemnified Party is entitled to indemnification and advancement of costs and expenses from the Company in respect to indemnification.

5. Control of Defense.

(a). If a claim should be made or threatened against the Indemnified Party which has given rise to, or may give rise to, a right to indemnification under paragraph 2 of this Agreement, or a right to advancement of costs and expenses under paragraph 6 of this Agreement, and provided that such claim is not made or threatened in the name or on behalf of the Company and there is no other conflict of interest between the Company and the Indemnified Party with respect to such claim, then: (i) the Company shall have the right to participate, at its

own cost and expense, in the investigation, defense or other contest of such claim; and (ii) the Company shall have the right to elect to assume the defense of such claim on behalf of the Indemnified Party (if applicable, jointly with any third party who may have an obligation to hold harmless or indemnify the Indemnified Party with respect to such claim).

(b). If a conflict of interest of the type described in paragraph 5(a) should develop, the Indemnified Party shall control the defense of any action, suit or proceeding against h— which may give rise to a right of indemnification under this Agreement subject to the following: (i) if the insurance carrier which shall have supplied any directors and officers insurance policy shall be willing to conduct such defense without any reservation as to coverage, then, unless upon written application by the Indemnified Party concurred in by the board of directors of the Company wherein the Indemnified Party and the board of directors deem it undesirable, such insurance carrier shall select counsel to conduct such defense; (ii) if the insurance carrier shall not assume responsibility for such defense without any reservation of rights as to coverage, the defense shall be conducted by experienced and able counsel selected by the Indemnified Party and reasonably acceptable to the board of directors of the Company; and (iii) separate counsel will be used by the Indemnified Party and other parties indemnified by the Company and subject to the same claim only to the extent necessary, in the reasonable opinion of the Indemnified Party, to avoid conflict of interest.

(c). If the Company should elect to assume the defense of a claim on behalf of the Indemnified Party as provided in paragraph 5(a), then: (i) the Company shall give the Indemnified Party prompt written notice of such election; (ii) the Company shall be obligated to defend such claim in good faith and in a manner consistent with the best interests of the Indemnified Party; (iii) provided that the Company defends such claim in good faith and in a manner consistent with the best interests of the Indemnified Party and no conflict of interest develops between the Company and the Indemnified Party with respect to such claim, the Company shall not be liable for any costs or expenses (including attorneys' fees) incurred by the Indemnified Party in connection with defending or otherwise contesting such claim after —he has received written notice of such election; and (iv) the Company shall not settle or compromise such claim on any basis or in any manner which would impose any liability, limitation or restriction of any kind on the Indemnified Party without h— express written consent.

6. Advancement of Expenses. Upon written request to the Company by the Indemnified Party, the Company shall advance to the Indemnified Party amounts to cover Expenses in advance of the final disposition of them, upon receipt of (i) an undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined by final judgment of a court of competent jurisdiction that —he is not entitled to be indemnified by the Company under this Agreement, and (ii) satisfactory evidence as to the amount of such expenses. The Indemnified Party's written certification together with a copy of the statement paid or to be paid by the Indemnified Party shall constitute satisfactory evidence absent manifest error.

7. Directors and Officers' Liability Insurance.

(a). Provided in Sole Discretion of Company. The Company shall use reasonable efforts to provide the Indemnified Party with directors' and officers' insurance coverage ("Directors' and Officers' Coverage") providing to the Indemnified Party such coverage then available in the insurance industry in such amounts and with such exclusions and other conditions to coverage as shall in the sole judgment of the Company provide reasonable coverage to the Indemnified Party in light of the cost to the Company and any other relevant considerations, it being expressly intended that the foregoing shall not obligate the Company to obtain Directors' and Officers' Coverage for the Indemnified Party.

(b). Settlement. The Indemnified Party shall not settle any matter for which —he intends to seek indemnification under this Agreement without first attempting to obtain any approval required with respect to such settlement by the insurance carrier of any applicable Directors' and Officers' Coverage. If the Indemnified Party seeks such approval, but such approval is not granted by the insurance carrier, of any applicable Directors' and Officers' Coverage, the Indemnified Party shall be entitled to indemnification to the fullest extent provided by this Agreement.

(c). No Limitation of Obligation. Except as otherwise set forth in paragraph 2(a), the provision of Directors' and Officers' Coverage or the failure to so provide Directors' and Officers' Coverage, shall in no way limit or diminish the obligation of the Company to indemnify the Indemnified Party as provided elsewhere in this Agreement.

8. Nonexclusivity. The indemnification rights granted to the Indemnified Party under this Agreement shall not be deemed exclusive of, or in limitation of, any rights to which the Indemnified Party may be entitled under Delaware law, the Company's Restated Certificate of Incorporation or bylaws, vote of stockholders, determination by the Company's board of directors or otherwise.

9. Successors and Assigns. The rights granted to the Indemnified Party under this Agreement shall inure to the benefit of the Indemnified Party, h— personal representatives, heirs, executors, administrators and beneficiaries, and this Agreement shall be binding upon the Company, its successors and assigns.

10. Severability. To the extent permitted by applicable law, the parties by this Agreement waive any provision of law which renders any provision in this Agreement unenforceable in any respect. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be held to be prohibited by or invalid under applicable law, such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and all other provisions shall remain in full force and effect.

11. Prior Rights. Acceptance of this Agreement by the Indemnified Party terminates all rights and obligations of the Indemnified Party under any prior arrangements, understandings or contracts (other than the provisions contained in the [state] General Corporation Law, the Company's Restated Certificate of Incorporation or applicable insurance policies) relating to indemnification.

12. [State] Law Governs. This Agreement shall be governed by the laws of the State of [state].

13. Address. Any notice, demand or other communication to the Company under this Agreement may be addressed to the Company at _________, to the attention of its corporate secretary.

In witness of which, the parties have executed this Agreement the day and year first stated above.

_________ Corporation

By: _________

Indemnified Party

_________