FORM OF DIRECTOR INDEMNIFICATION AGREEMENT

Exhibit 10.32

FORM OF

DIRECTOR INDEMNIFICATION AGREEMENT

      This Agreement is made as of the _____ day of _________, ____, by and between ______________, a Massachusetts corporation (the "Corporation"), and _________________ ("Indemnitee").

      WHEREAS, it is essential to the Corporation to retain and attract as directors the most capable persons available, and

      WHEREAS, it is the express policy of the Corporation to indemnify its directors so as to provide them with the maximum possible protection permitted by law, and

      WHEREAS, Indemnitee does not regard the protection that may be available under the Corporation's insurance as adequate in the present circumstances, and is not willing to remain as a director without adequate protection, and

      WHEREAS, the Corporation desires Indemnitee continue to serve as a director of the Corporation.

      NOW THEREFORE, the Corporation and Indemnitee do hereby agree as follows:

      1.     Agreement to Serve . Indemnitee agrees to continue to serve as a director of the Corporation for so long as he is duly elected or appointed or until such time as he renders his resignation in writing.

      2.     Definitions . As used in this Agreement:

            (a)   The term "Corporate Status" shall mean the status of a person who is or was a director of the Corporation or who, while a director of the Corporation, is or was serving at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director is considered to be serving an employee benefit plan at the Corporation's request if his duties to the Corporation also impose duties on, or otherwise involves services by, him to the plan or to participants in or beneficiaries of the plan.

            (b)   The term "Disinterested Director" shall mean a director of the Corporation who, at the time of a vote referred to in Paragraph 8 of this Agreement, is not (a) a party to the Proceeding, or (b) an individual having a familiar, financial, professional, or employment relationship with the Indemnitee, which relationship would, in the circumstances,

reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.

            (c)   The term "Expenses" shall include, without limitation, attorneys' fees, retainers, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and other disbursements or expenses of the types customarily incurred in connection with a Proceeding.

            (d)   The term "Liability" shall mean the obligation to pay a judgment, settlement, penalty, fine including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a Proceeding.

            (e)   The term "Proceeding" shall mean any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal, and including the production of documentary or testimonial evidence, whether or not pursuant to a subpoena.

      3.     Indemnification

            (a)   The Corporation shall indemnify the Indemnitee if he was, is or is threatened to be made a defendant or respondent in a Proceeding because of his Corporate Status against Liability incurred in the Proceeding if (1) (i) he conducted himself in good faith, and (ii) he reasonably believed that his conduct was in the best interests of the Corporation or that his conduct was at least not opposed to the best interests of the Corporation, and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful, or (2) he engaged in conduct for which he shall not be liable under the articles of organization.

            (b)   The Indemnitee's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his conduct was at least not opposed to the best interests of the Corporation.

            (c)   The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Indemnitee did not meet the relevant standard of conduct described in this Paragraph 3.

      4.     Exceptions to Right of Indemnification . Notwithstanding anything to the contrary in this Agreement, except as set forth in Paragraphs 9 and 10, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the Indemnitee to the extent Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payment to the Indemnitee and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the

Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursements.

      5.     Indemnification of Expenses of Successful Party . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful, on the merits or otherwise, in the defense of any Proceeding to which he was a party because of his Corporate Status, the Indemnitee shall be indemnified against all reasonable Expenses incurred by him on behalf in connection therewith. Without limiting the foregoing, if any Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had no reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

      6.     Notification and Defense of Claim . As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought by him and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served. The failure by Indemnitee to timely notify the Corporation of any Proceeding shall not relieve the Corporation from any liability hereunder unless, and only to the extent that, the Corporation did not otherwise learn of such Proceeding and such failure results in forfeiture by the Corporation of substantial defenses, rights or insurance coverage that prejudices the Corporation's position. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other ex