INDEMNITY AGREEMENT

                                                    Exhibit 10.5

                       INDEMNITY AGREEMENT
                               
     This   Indemnity Agreement (this "Agreement") is made   as   of
March   6,   2006   by and between Financial Federal Corporation,   a
Nevada   corporation (the "Company"), and the undersigned   officer
or director of the Company ("Indemnitee").

                            RECITALS
                               
     WHEREAS, highly competent persons have become more reluctant
to    serve   corporations   as   directors,   officers   or   in   other
capacities   unless   they   are provided with   adequate   protection
through   insurance or adequate indemnification against inordinate
risks   of   claims and actions against them arising out   of   their
service to and activities on behalf of the corporation.

     WHEREAS, the Board of Directors of the Company (the "Board")
has   determined   that, in order to attract and   retain   qualified
individuals, the Company will attempt to maintain on   an   ongoing
basis,   at   its   sole   expense, liability   insurance   to   protect
persons   serving   the Company and its subsidiaries   from   certain
liabilities.   Although the furnishing of such insurance has   been
a   customary   and   widespread practice among United   States-based
corporations and other business enterprises, the Company believes
that,   given current market conditions and trends, such insurance
may   be available to it in the future only at higher premiums and
with more exclusions.   At the same time, directors, officers   and
other   persons in service to corporations or business enterprises
are   being increasingly subjected to expensive and time-consuming
litigation    relating   to,   among   other   things,   matters    that
traditionally would have been brought only against the Company or
business   enterprise itself.   The Articles of   Incorporation   and
Bylaws of the Company require indemnification of the officers and
directors   of   the Company.   Indemnitee may also be   entitled   to
indemnification pursuant to applicable provisions of   the   Nevada
Revised   Statutes (the "NRS").   The Bylaws and the NRS   expressly
provide that the indemnification provisions set forth therein are
not   exclusive,   and thereby contemplate that   contracts   may   be
entered   into   between the Company and members of   the   board   of
directors,    officers    and   other   persons    with    respect    to
indemnification.

     WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of   attracting   and
retaining such persons.

     WHEREAS,    the   Board   has   determined   that   the   increased
difficulty    in    attracting   and   retaining   such    persons    is
detrimental   to the best interests of the Company's   stockholders
and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future.

     WHEREAS,   it   is reasonable, prudent and necessary   for   the
Company   contractually to obligate itself to   indemnify,   and   to
advance expenses on behalf of, such persons to the fullest extent
permitted   by applicable law so that they will serve or   continue
to   serve the Company free from undue concern that they will   not
be so indemnified.

     WHEREAS,    this   Agreement   is   a   supplement   to    and    in
furtherance   of the Articles of Incorporation and Bylaws   of   the
Company   and any resolutions adopted pursuant thereto, and   shall
not   be deemed a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder.

     WHEREAS, Indemnitee does not regard the protection available
under   the   Company's Articles of Incorporation   and   Bylaws   and
insurance as adequate in the present circumstances, and   may   not
be   willing   to   serve   or continue to serve   as   an   officer   or
director   without   adequate protection, and the   Company   desires
Indemnitee   to serve in such capacity.   Indemnitee is willing   to
serve, continue to serve and to take on additional service for or
on   behalf   of   the   Company   on the   condition   that   he   be   so
indemnified.

     NOW,   THEREFORE,   in consideration of the premises   and   the
covenants contained herein, the Company and Indemnitee do   hereby
covenant and agree as follows:

  1.    Services to the Company.   Indemnitee will serve or continue
to   serve as an officer, director or key employee of the   Company
for   so long as Indemnitee is duly elected or appointed or   until
Indemnitee tenders his resignation or until Indemnitee's services
to the Company are otherwise terminated.

  2.    Definitions.   As used in this Agreement:
(a)   References to "agent" shall mean any person who is or was a
director, officer, or employee of the Company or a subsidiary   of
the   Company or other person authorized by the Company to act for
the Company, to include such person serving in such capacity as a
director,   officer,   employee, fiduciary   or   other   official   of
another   corporation,   partnership,   limited   liability   company,
joint   venture, trust or other enterprise at the request of,   for
the   convenience of, or to represent the interests of the Company
or a subsidiary of the Company.

(b)   The terms "Beneficial Owner" and "Beneficial Ownership"
shall have the meanings set forth in Rule 13d-3 promulgated under
the   Exchange   Act (as defined below) as in effect   on   the   date
hereof.

(c)   A "Change in Control" shall be deemed to occur upon the
earliest to occur after the date of this Agreement of any of the
following events:

(i)   Acquisition of Stock by Third Party.   Any   Person (as
defined   below) is or becomes the Beneficial Owner,   directly   or
indirectly, of securities of the Company representing a   majority
of   the   combined voting power of the Company's then   outstanding
securities   entitled   to   vote   generally   in   the   election    of
directors,   unless   (1)   the change in   the   relative   Beneficial
Ownership   of   the   Company's securities by   any   Person   results
solely   from   a reduction in the aggregate number of   outstanding
shares   of securities entitled to vote generally in the   election
of   directors or (2) such acquisition was approved in advance   by
the   Continuing Directors (as defined below) and such acquisition
would not constitute a Change in Control under part (iii) of this
definition;

(ii) Change in Board of Directors.   Individuals who, as of the
date hereof, constitute the Board, and any new director whose
election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors on the date
hereof or whose election for nomination for election was
previously so approved (collectively, the "Continuing
Directors"), cease for any reason to constitute at least a
majority of the members of the Board;

(iii)      Corporate Transactions.   The effective date of a
reorganization, merger or consolidation of the Company (a
"Business Combination"), in each case, unless, following such
Business Combination:   (1) all or substantially all of the
individuals and entities who were the Beneficial Owners of
securities entitled to vote generally in the election of
directors immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty-one
percent (51%) of the combined voting power of the then
outstanding securities of the Company entitled to vote generally
in the election of directors resulting from such Business
Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more Subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination, of the securities entitled to vote
generally in the election of directors; (2) no Person (excluding
any corporation resulting from such Business Combination) is the
Beneficial Owner, directly or indirectly, of fifteen percent
(15%) or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election
of directors of such corporation except to the extent that such
ownership existed prior to the Business Combination and (3) at
least a majority of the Board of Directors of the corporation
resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement,
or of the action of the Board of Directors, providing for such
Business Combination;

(iv) Liquidation.   The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement
or series of agreements for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than factoring the Company's current receivables or escrows
due (or, if such approval is not required, the decision by the
Board to proceed with such a liquidation, sale, or disposition in
one transaction or a series of related transactions); or

(v)   Other Events.   There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item
on any similar schedule or form) promulgated under the Exchange
Act (as defined below), whether or not the Company is then
subject to such reporting requirement.

(d)   "Corporate Status" describes the status of a person who is
or   was   a   director, officer, trustee, general partner, managing
member,   fiduciary, employee or agent of the Company   or   of   any
other   Enterprise (as defined below) which such person is or   was
serving at the request of the Company.

(e)   "Disinterested Director" shall mean a director of the
Company who is not and was not a party to the Proceeding (as
defined below) in respect of which indemnification is sought by
Indemnitee.

(f)   "Enterprise" shall mean the Company and any other
corporation, constituent   corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which
the Company (or any of its wholly owned subsidiaries) is a party,
limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is
or was serving at the request of the Company as a director,
officer, trustee, general partner, managing member, fiduciary,
employee or agent.

(g)   "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(h)   "Expenses" shall include attorneys' fees and costs,
retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses in connection with
prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or
otherwise participating in, a Proceeding (as defined below).
Expenses also shall include Expenses incurred in connection with
any appeal resulting from any Proceeding (as defined below),
including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other
appeal bond or its equivalent.   Expenses, however, shall not
include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.

(i)   References to "fines" shall include any excise tax assessed
on    Indemnitee   with   respect   to   any   employee   benefit   plan;
references   to   "serving at the request   of   the   Company"   shall
include   any service as a director, officer, employee,   agent   or
fiduciary   of   the Company which imposes duties on,   or   involves
services by, such director, officer, employee, agent or fiduciary
with   respect   to   an employee benefit plan, its participants   or
beneficiaries;   and if Indemnitee acted in good faith   and   in   a
manner Indemnitee reasonably believed to be in the best interests
of   the   participants   and beneficiaries of an   employee   benefit
plan,   Indemnitee shall be deemed to have acted in a manner   "not
opposed to the best interests of the Company" as referred   to   in
this Agreement.

(j)   "Independent Counsel" shall mean a law firm or a member of a
law   firm that is experienced in matters of corporation   law   and
neither   presently   is,   nor in the past   five   years   has   been,
retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters
concerning   the   Indemnitee under this   Agreement,   or   of   other
indemnitees under similar indemnification agreements) or (ii) any
other party to the Proceeding (as defined below) giving rise to a
claim    for    indemnification   hereunder.    Notwithstanding    the
foregoing,   the term "Independent Counsel" shall not include   any
person   who,   under   the   applicable   standards   of   professional
conduct   then   prevailing, would have a conflict of   interest   in
representing   either the Company or Indemnitee in   an   action   to
determine Indemnitee's rights under this Agreement.

(k)   "New York Courts" shall mean courts of the State of New
York, the courts of the United States for the Southern District
of New York and appellate courts from any thereof.

(l)   The term "Person" shall have the meaning as set forth in
Sections 13(d) and 14(d) of the Exchange Act as in effect on the
date hereof; provided, however, that "Person" shall exclude:   (i)
the Company; (ii) any Subsidiaries (as defined below) of the
Company; (iii) any employment benefit plan of the Company or of a
Subsidiary (as defined below) of the Company or of any
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company and (iv) any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or of a Subsidiary (as defined below) of the Company
or of 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.

(m)   The term "Proceeding" shall include any threatened, pending
or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and
whether of a civil (including intentional or unintentional tort
claims), criminal, administrative or investigative nature, in
which Indemnitee was, is or will be involved as a party or
otherwise by reason of the fact that Indemnitee is or was a
director or officer of the Company, by reason of any action (or
failure to act) taken by him or of any action (or failure to act)
on his part while acting as a director or officer of the Company,
or by reason of the fact that he is or was serving at the request
of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of any other
Enterprise, in each case whether or not serving in such capacity
at the time any liability or expense is incurred for which
indemnification, reimbursement, or advancement of expenses can be
provided under this Agreement.

(n)   The term "Subsidiary," with respect to any Person, shall
mean any corporation or other entity of which a majority of the
voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.

  3.    Indemnity in Third-Party Proceedings.   The Company shall
indemnify   and   hold harmless Indemnitee in accordance   with   the
provisions   of   this   Section 3 if   Indemnitee   was,   is,   or   is
threatened to be made, a party to or a participant (as a   witness
or otherwise) in any Proceeding, other than a Proceeding by or in
the   right   of   the Company to procure a judgment in   its   favor.
Pursuant   to   this   Section 3, Indemnitee   shall   be   indemnified
against   all   Expenses, judgments, liabilities, fines,   penalties
and    amounts    paid   in   settlement   (including   all    interest,
assessments and other charges paid or payable in connection   with
or   in respect of such Expenses, judgments, fines, penalties   and
amounts   paid in settlement) actually and reasonably incurred   by
Indemnitee or on his behalf in connection with such Proceeding or
any   claim, issue or matter therein, if Indemnitee acted in   good
faith   and   in a manner he reasonably believed to be   in   or   not
opposed to the best interests of the Company and, in the case   of
a   criminal   Proceeding, had no reasonable cause to believe   that
his conduct was unlawful.

4.    Indemnity in Proceedings by or in the Right of the Company.
The Company shall indemnify and hold harmless Indemnitee in
accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant
(as a witness or otherwise) in any Proceeding by or in the right
of the Company to procure a judgment in its favor.   Pursuant to
this Section 4, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf
in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company.   No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as
to which Indemnitee shall have been finally adjudged by a court
to be liable to the Company, unless and only to the extent that
any court in which the Proceeding was brought or the New York
Courts shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to
indemnification.

5.    Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. Notwithstanding any other provisions of this
Agreement, to the extent that Indemnitee is a party to (or a
participant in) and is successful, on the merits or otherwise, in
any Proceeding or in defense of any claim, issue or matter
therein, in whole or in part, the Company shall indemnify and
hold harmless Indemnitee against all Expenses actually and
reasonably incurred by him in connection therewith.   If
Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the
Company shall indemnify and hold harmless Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or
matter.   If the Indemnitee is not wholly successful in such
Proceeding, the Company also shall indemnify and hold harmless
Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue, or
matter on which the Indemnitee was successful.   For purposes of
this Section 5 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.

6.    Indemnification For Expenses of a Witness.   Notwithstanding
any other provision of this Agreement, to the extent that
Indemnitee is, by reason of his Corporate Status, a witness in
any Proceeding to which Indemnitee is not a party, he shall be
indemnified and held harmless against all Expenses actually and
reasonably incurred by him or on his behalf in connection
therewith.

7.    Additional Indemnification.

(a)   Notwithstanding any limitation in Sections 3, 4 or 5, the
Company    shall    indemnify   and   hold   harmless   Indemnitee    if
Indemnitee is a party to or threatened to be made a party to   any
Proceeding   (including a Proceeding by or in   the   right   of   the
Company to procure a judgment in its favor) against all Expenses,
judgments,   fines,   penalties   and   amounts   paid   in   settlement
(including   all interest, assessments and other charges   paid   or
payable   in   connection   with or in   respect   of   such   Expenses,
judgments,   fines,   penalties   and amounts   paid   in   settlement)
actually and reasonably incurred by Indemnitee in connection with
the   Proceeding.   No indemnity shall be made under   this   Section
7(a)   on   account   of   Indemnitee's conduct which   constitutes   a
breach   of   Indemnitee's duty of loyalty to the   Company   or   its
stockholders or is an act or omission not in good faith or   which
involves   intentional misconduct or a knowing   violation   of   the
law.

(b)   Notwithstanding any limitation in Sections 3, 4, 5 or 7(a),
the   Company   shall   indemnify and hold   harmless   Indemnitee   if
Indemnitee is a party to or threatened to be made a party to   any
Proceeding   (including a Proceeding by or in   the   right   of   the
Company to procure a judgment in its favor) against all Expenses,
judgments,   fines,   penalties   and   amounts   paid   in   settlement
(including   all interest, assessments and other charges   paid   or
payable   in   connection   with or in   respect   of   such   Expenses,
judgments,   fines,   penalties   and amounts   paid   in   settlement)
actually and reasonably incurred by Indemnitee in connection with
the Proceeding.

8.    Contribution in the Event of Joint Liability.

(a)   To the fullest extent permissible under applicable law, if
the indemnification and hold harmless rights provided for in this
Agreement are unavailable to Indemnitee in whole or in   part   for
any   reason whatsoever, the Company, in lieu of indemnifying   and
holding   harmless Indemnitee, shall pay, in the   first   instance,
the   entire amount incurred by Indemnitee, whether for judgments,
liabilities,   fines, penalties, amount