INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of the 1st day of April 2009, by and between 21 ^st Century Holding Company, a Florida corporation (the “Corporation”), and Jenifer G. Kimbrough (the “Indemnitee”).

WHEREAS , the Indemnitee is currently serving as a director and/or executive officer of the Corporation and the Corporation desires to continue to retain the services of the Indemnitee as a director and/or executive officer of the Company;

WHEREAS , through its Amended and Restated Articles of Incorporation and Bylaws it is the express policy of the Corporation to indemnify its executive officers and directors so as to provide them with the maximum possible protection permitted by law; and

WHEREAS , the Board of Directors has concluded that it is in the best interests of the Corporation’s shareholders for the Corporation to contractually reaffirm the Shareholders’ expressed policy to indemnify its  executive officers and directors and to establish procedures and presumptions with respect thereto to make the process of indemnification more certain; and

WHEREAS , Florida Statutes, Section 607.0850, empowers corporations to indemnify, among others, any person serving as a executive officer and/or director of the Corporation, and such Section 607.0850 specifies that the indemnification set forth therein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or Disinterested Directors, or otherwise; and

WHEREAS , the Corporation desires to have Indemnitee serve or continue to serve as an executive officer and/or director of the Corporation or of any other corporation, subsidiary, partnership, joint venture, or trust or other enterprise of which Indemnitee has been or is serving at the request, or to represent the interests, of the Corporation (hereinafter referred to as “Affiliates(s) of the Corporation”) free from undue concern for unpredictable, inappropriate or unreasonable claims for damages by reason of Indemnitee’s Corporate Status and Indemnitee desires to serve or to continue to serve (provided that Indemnitee is furnished the indemnity provided for hereinafter), in one or more of such capacities;

NOW, THEREFORE , in consideration of the mutual covenants set forth herein, the Corporation and Indemnitee hereby agrees as follows:

1.            Indemnification .  To the fullest extent permitted by the laws of the State of Florida, the Corporation shall indemnify and advance Expenses to Indemnitee as provided in this Agreement.  Capitalized terms are defined in Section 12 of this Agreement.

2.            Proceedings Other Than Proceedings by or in the Right of the Corporation .  Indemnitee shall be entitled to the rights of indemnification, set forth in Section 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Corporation.  Indemnitee shall be indemnified against Expenses, liability and loss, including but not limited to, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter related thereto, if such Indemnification is permitted by applicable law and Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

3.            Proceedings by or in the Right of the Corporation .  Indemnitee shall be entitled to the rights of indemnification set forth in Section 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor provided such Proceeding was authorized by the Board of Directors of the Corporation.  Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him/her or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation.  Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable, unless the court in which the Proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses which such court shall deem proper.

4.            Indemnification for Expenses of a Party Who is Wholly or Partly Successful .  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding or any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses actually incurred by him/her or on Indemnitee’s behalf in connection therewith.  If Indemnitee is not wholly successful in such a Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such a Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually incurred by him/her or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section 4 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

5.            Indemnification for Expenses of a Witness .  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding, Indemnitee shall be indemnified against all Expenses incurred by him/her or on Indemnitee’s behalf in connection therewith.

6.            Advancement of Expenses .  The Corporation shall pay all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within sixty (60) days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

7.            Procedure for Determination of Entitlement to Indemnification .

(a)           To obtain indemnification, Indemnitee shall submit to the Corporation a written request, accompanied by such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification (hereinafter a “Request for Indemnification”).  The Secretary of the Corporation shall, promptly upon receipt of such a Request for Indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)           Upon submission of a Request for Indemnification, a determination, (unless otherwise ordered by a court), with respect to Indemnitee’s entitlement thereto, shall be made as follows: (1) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to such proceeding; (2) if such quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the Proceeding; (3) by Independent Counsel: (i) selected by the Board of Directors prescribed in paragraph (a) or the committee prescribed in paragraph (b); or (ii) if a quorum of the Directors cannot be obtained for paragraph (a) and the committee cannot be designated under paragraph (b), selected by majority vote of the full Board of Directors (in which directors who are parties may participate); or (4) by the Shareholders by a majority vote of a quorum consisting of Shareholders who were not parties to such proceeding, or if no such quorum is obtainable, by a majority vote of Shareholders who were not parties to such proceeding.

(c)           If a determination is to be made by Independent Counsel, the Corporation shall pay all fees and expenses of Independent Counsel in making such determination.

8.            Presumptions and Effect of Certain Proceedings .

(a)