FORM OF INDEMNIFICATION AGREEMENT

(a)

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

(b)

“ Associate ” shall have the meaning ascribed to such term in Exchange Act Rule 12b-2.

(c)

“ Beneficial Owner ” shall have the meaning ascribed to such term, and be determined in the manner set forth, in Exchange Act Rule 13d-3.

(d)

“ Board ” has the meaning ascribed to such term in the first recital .

(e)

“ Change in Control ” means the earliest of the following to occur:

(1)

the public announcement by the Company or by any Person (which shall not include the Company, any Subsidiary or any employee benefit plan of the Company or of any Subsidiary) (the “Announcing Person”) that the Announcing Person, together with the Acquiring Person’s Affiliates and Associates, is the Beneficial Owner of fifteen percent (15%) or more of the then outstanding Voting Securities;

(2)

the commencement of, or after the first public announcement of any Announcing Person of an intention to commence, a tender or exchange offer, the consummation of which would result in any Announcing Person becoming the Beneficial Owner of thirty percent (30%) or more of the then outstanding Voting Securities;

(3)

the announcement of any transaction relating to the Company that would be required to be described pursuant to the requirements of Item 5.01 of a Current Report on Form 8-K under the Exchange Act;

(4)

a proposed change in the membership of the Board such that, during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for election by the shareholders of the Company of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were members of the Board at the beginning of the twenty-four (24) month period;

(5)

the Company enters into an agreement of merger, consolidation, share exchange or similar transaction with any other Person other than a transaction which could result in the Voting Securities outstanding immediately prior to the consummation of such transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving Person) at least two-thirds of the combined voting power of the Company’s or such surviving Person’s outstanding voting stock immediately after such transaction;

(6)

the Board approves a plan of liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets to a Person that is not an Affiliate of the Company; or

(7)

any other event which shall be deemed by a majority of the Board to constitute a “Change in Control.”

(f)

“ Corporate Status ” describes the status of an individual who is or was a Director (including corresponding service as an Officer) of the Company or a director, officer, partner, trustee, employee or agent of any other Person at the request of the Company. A Director is considered to be serving as a trustee of an employee benefit plan at the Company’s request if such director’s duties to the Company also impose duties on, or otherwise involve services by, such director to the participants in or beneficiaries of the plan. For the purposes of this Agreement, if an Indemnitee serves as a director of a subsidiary, whether or not wholly-owned, of the Company, he does so at the request of the Company.

(g)

“ Company ” has the meaning ascribed to such term in the preamble and also includes, without limitation, any Entity that is the successor entity to the Company by merger, combination, consolidation, or other transaction in which the separate existence of the Company ceases.

(h)

“ D&O Insurance ” means the directors’ and officers’ liability insurance issued by the insurers, and having the policy numbers, amounts and deductibles set forth in Section 5.1 and any replacement or substitute policy or policies issued by one or more reputable insurers, providing, in the aggregate, at all times and in all respects, coverage at least comparable and in the same amount as that provided under the policies identified in Section 5.1.

(i)

“ Director ” means an individual who is or was a member of the Board and includes, unless the context requires otherwise, the estate or personal representative of a Director.

(j)

“ Disinterested Director ” means a Director, who at the time of any vote referred to in Section 8.2, Section 8.3 or Section 9, is not:

(1)

A party to the Proceeding giving rise to the subject matter of the decision being made; or

(2)

An individual having a familial, financial, professional or employment relationship with Indemnitee whose indemnification or advance for Expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on such Director’s judgment when voting on the decision being made.

(k)

“ Entity ” means a corporation (including any Subsidiary), partnership, limited liability company, joint venture, joint-stock corporation, trust, employee benefit plan, association, foundation, organization, or other enterprise or legal entity, unincorporated organization or government (or any subdivision, department, commission or agency thereof).

(l)

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(m)

“ Expenses ” includes attorneys’ fees and 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 that are actually and reasonably incurred by Indemnitee:

(1)

by reason of his being a Party or in connection with the defense or settlement of a Proceeding;

(2)

in connection with a Proceeding for which Indemnitee is requested or subpoenaed to appear as a witness;

(3)

enforcing his rights under this Agreement or any other agreement or under applicable law, the certificate of incorporation or the bylaws of the Company or any applicable Subsidiary now or hereafter in effect relating to indemnification for Proceedings and including, without limitation, claims for payment of Interim Expenses or for establishing a right to indemnification pursuant to Section 8.6; or

(4)

in connection with his pursuing a recovery under the D&O Insurance.

(n)

“ Interim Expenses ” means Expenses incurred by Indemnitee in connection with any Proceeding in advance of the final disposition of the Proceeding.

(o)

“ Loss ” and “ Losses ” means any amount which Indemnitee incurs or becomes obligated to pay as a result of any Proceeding, including, without limitation:

(1)

all judgments, penalties and fines, and amounts paid or to be paid in settlement;

(2)

all interest, assessments and other charges paid or payable in connection therewith; and

(3)

any federal, state, local or foreign taxes imposed (net of the value to Indemnitee of any tax benefits resulting from tax deductions or otherwise as a result of the actual or deemed receipt of any payments under this Agreement).

(p)

“ Officer ” means an individual who is or was an officer of the Company and/or any Subsidiary. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(q)

“ Party ” includes an individual who was, is, or is threatened to be made, a named defendant or respondent in a Proceeding by reason of such individual’s Corporate Status or, in the case of a Spouse, that person’s status as a spouse of an Indemnitee.

(r)

“ Person ” means any individual or Entity.

(s)

“ Proceeding ” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative,

whether formal or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, whether formal or informal including, without limitation, any Proceeding that in any way arises out of or is related to Indemnitee’s Corporate Status or, in the case of a Spouse, seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to a Spouse.

(t)

“ Special Legal Counsel ” means a law firm or an attorney that:

(1)

neither is nor in the past five years has been retained to represent in any material matter the Company, any Subsidiary, Indemnitee, any other party to the Proceeding, or any of their respective Affiliates or Associates;

(2)

under applicable standards of professional conduct then prevailing would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights to indemnification under this Agreement; and

(3)

is reasonably acceptable to the Company and Indemnitee.

(u)

“ Spouse ” means any person to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement and includes a person to whom an Indemnitee did not remain married during the entire period of such coverage.

(v)

“ Subsidiary ” of a Person means any Entity at least fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. Unless otherwise expressly provided, all references in this Agreement to a “Subsidiary” shall mean a Subsidiary of the Company.

(w)

“ Trust ” and “ Trustee ” shall have the respective meanings set forth in Section 9.

(x)

“ Voting Securities ” means any securities of the Company that vote generally in the election of Directors.

(a)

any Expenses; and

(b)

any Losses.

,(a)

the termination of any Proceeding or any claim, issue or matter in a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Proceeding, claim, issue or matter;

(b)

the termination of a proceeding by a judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Indemnitee did not act in good faith, did not meet a particular standard of conduct, did not have any particular belief, or that a court has determined that indemnification is not permitted by applicable law;

(c)

for purposes of any determination of good faith, the Indemnitee shall be presumed to have acted in good faith, if he relied on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by one or more officers or employees of the Company whom the Indemnitee reasonably believed to be reliable and competent in the matters presented or by legal counsel, public accountants or other persons as to matters the Indemnitee reasonably believed were within the person’s professional or expert competence; provided, however, the Indemnitee shall not be presumed to be acting in good faith, if he has actual knowledge concerning the matter in question that makes such reliance unwarranted; and

(d)

the Director shall be presumed to be entitled to indemnification, subject to the Company’s ability to rebut such presumption.

(a)

to the extent such indemnification would reduce or eliminate any payments to or on behalf of Indemnitee under any D&O Insurance covering Indemnitee;

(b)

to the extent of any Expenses or Losses for which Director is indemnified pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company;

(c)

on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits arising from the purchase and sale by Indemnitee of securities in accordance with the provisions of § 16(b) of the Exchange Act or any similar provisions of any federal or state statutory law;

(d)

if a final judgment or other final adjudication by a court having jurisdiction in the matter shall determine that such indemnity is not lawful;

(e)

in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless

(1)

the Company has joined in or consented to the initiation of such Proceeding; or

(2)

the Proceeding is for recovery of Expenses described in Section 1(m)(3) or Section 1(m)(4);

(f)

for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed;

(g)

in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee:

(1)

did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and

(2)

in the ease of any criminal Proce