INDEMNIFICATION AGREEMENT

Beneficial Owner : shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

Change in Control :  shall be deemed to have occurred if:

  (1)  any Person is or be­comes the Benefi­cial Owner, directly or indi­rectly, of securi­ties of the Company (not in­clud­ing in the secu­rities bene­fi­cially owned by such Person any securities acquired directly from the Com­pany or its affili­ates other than in connection with the acqui­sition by the Company or its affili­ates of a busi­ness) rep­re­sent­ing 20% or more of either the then outstanding shares of common stock of the Company or the com­bined vot­ing power of the Company's then out­standing securi­ties; or

 (2)  the following individuals cease for any reason to constitute a ma­jority of the number of directors then serving: indi­viduals who, on the date hereof, constitute the Board and any new director (other than a direc­tor whose initial assumption of office is in con­nection with an actual or threatened elec­tion contest, including but not limited to a consent solicitation, relating to the election of di­rectors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A

  (3)  the occurrence of, or the stock­holders of the Company approve, a merger, consolidation, reorganization or similar corporate transaction of the Company, whether or not the Company is the surviving corporation in such transaction, or the stockholders of the Company approve the issuance of voting securities of the Company in connection with a merger, consoli­dation, reorganization or similar corporate transaction of the Company (or any direct or indi­rect subsidiary of the Company) pursuant to applicable stock exchange require­ments, other than (i) a merger, consolida­tion, reorganization or similar corporate transaction which would result in the voting securi­ties of the Company outstanding immedi­ately prior to such merger, consolidation, reorganization or similar corporate transaction continuing to represent (either by remaining outstand­ing or by being converted into voting securi­ties of the surviving entity or any par­ent thereof), in combination with the owner­ship of any trustee or other fiduciary holding secu­ri­ties under an employee benefit plan of the Company, at least 60% of the com­bined vot­ing power of the voting securities of the Com­pany or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation, reorganization or similar corporate transaction, or (ii) a merger, consolida­tion, reorganization or similar corporate transaction effected to implement a re­cap­i­talization of the Company (or similar trans­ac­tion) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Per­son any securi­ties acquired directly from the Com­pa­ny or its affiliates other than in con­nec­tion with the acquisition by the Com­pany or its affiliates of a business) repre­senting 20% or more of ei­ther the then out­standing shares of common stock of the Company or the combined voting power of the Company's then outstanding securi­ties; or

(4) the occurrence of, or the stockholders of the Company ap­prove a plan of, a complete liquidation or dis­so­lution of the Company or an agreement for the sale or dispo­sition by the Company of all or substantially all of the Company's assets, other than a sale or dispo­sition by the Company of all or substan­tially all of the Company's assets to an enti­ty, at least 60% of the com­bined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the forego­ing, no "Change in Con­trol" shall be deemed to have occurred if there is consum­mat­ed any trans­ac­tion or series of integrated transactions immedi­ately follow­ing which the record holders of the com­mon stock of the Company immedi­ately prior to such trans­ac­tion or series of trans­ac­tions

Claim :  any threatened, pending or com­pleted action, suit or proceeding, or any in­quiry or inves­tiga­tion, whether instituted by the Compa­ny or any other party, that Indemnitee in good faith believes might lead to the insti­tution of any such action, suit or proceed­ing, whether civil, criminal, admin­istrative, inves­tiga­tive or other.

Exchange Act :  shall mean the Securities Ex­change Act of l934, as amended from time to time.

Expenses :  include attorneys' fees and all other costs, expenses and obliga­tions paid or incurred in connection with in­vestigat­ing, defending, being a witness in or partici­pating in (including on appeal), or prepar­ing to de­fend, be a witness in or partic­ipate in any Claim relating to any Indemnifiable Event.

Indemnifiable Event :  any event or occur­rence related to the fact that Indem­nitee is or was a director, officer, em­ployee, agent or fiduciary of the Company, or is or was serv­ing at the request of the Company as a direc­tor, officer, employee, trustee, agent or fidu­ciary of anoth­er corporation, partnership, joint venture, employee benefit plan, trust or other enter­prise, or by reason of anything done or not done by Indemnitee in any such capaci­ty.

Independent Legal Counsel :  an attor­ney or firm of attorneys, selected in accordance with the provi­sions of Section 3, who shall not have other­wise per­formed servic­es for the Company or Indemni­tee within the last three years (oth­er than with re­spect to matters concern­ing the rights of Indemni­tee under this Agreement, or of other indemnitees under similar indemnity agree­ments).

Person : shall have the meaning given in Sec­tion 3(a)(9) of the Exchange Act, as modi­fied and used in Sections 13(d) and 14(d) thereof, ex­cept that such term shall not in­clude (i) the Company or any of its affili­ates (as defined in Rule 12b-2 promulgated under the Exchange Act), (ii) a trust­ee or other fidu­cia­ry hold­ing secu­ri­ties under an employ­ee benefit plan of the Company or any of its affiliates, (iii) an under­writer tempo­rarily hold­ing secu­rities pursuant to an offering of such secu­ri­ties, or (iv) a corporation owned, directly or indi­rect­ly, by the stock­holders of the Compa­ny in sub­stan­tially the same propor­tions as their owner­ship of stock of the Company.

Potential Change in Control :  shall be deemed to have occurred if:

(1)  the Company enters into an agreement, the consumma­tion of which would result in the oc­currence of a Change in Con­trol;

(2)  the Company or any Person pub­licly an­nounces an intention to take or to consider taking ac­tions which, if consummated, would constitute a Change in Control;

(3)  any Person becomes the Bene­fi­cial Owner, di­rectly or indirectly, of secu­ri­ties of the Company repre­senting 10% or more of ei­ther the then outstanding shares of common stock of the Company or the com­bined vot­ing power of the Company's then out­standing securi­ties; or

(4)  the Board adopts a resolution to the effect that, for purposes of this Agree­ment, a Potential Change in Control has oc­curred.

Reviewing Party :  any appropriate person or body consisting of a member or mem­bers of the Company's Board of Directors or any other per­son or body appointed by the Board who is not a party to the particu­lar Claim for which ­Indem­nitee is seeking indemnifica­tion, or Inde­pen­dent Legal Coun­sel.