INDEMNITY AGREEMENT

This Indemnity Agreement (the “Agreement”) is made as of _____________, by and between UNITED CAPITAL CORP., a Delaware Corporation (the “Company”), and __________________, (the “Indemnitee”), a director of the Company.

WHEREAS, the Indemnitee is currently serving as a director of the Company and in such capacity renders valuable services to the Company; and

WHEREAS, the Company has investigated whether additional protective measures are warranted to adequately protect its officers and directors against various legal risks and potential liabilities to which such individuals are subject due to their position with the Company and has concluded that additional protective measures are warranted; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to continue to serve as officers and directors of the Company and its subsidiaries, the Board of Directors has determined, after due consideration, that this Agreement is reasonable and prudent and necessary to promote and ensure the best interests of the Company and its stockholders;

NOW, THEREFORE, in consideration of the continued services of the Indemnitee as provided below, and other good and valuable consideration, the company and the Indemnitee do hereby agree as follows:

1.       Definitions .      As used in this Agreement:

(a)       The term “Proceeding” shall include any threatened, pending or completed action, suit or proceeding, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not he is serving in such a capacity at the time any liability or Expense (hereinafter defined) is incurred for which indemnification or reimbursement is to be provided under this Agreement.

(b)       The term “Expenses” shall include, without limitation, legal fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, expenses of investigations, judicial or administrative proceedings or appeals, amounts paid in settlement by or on behalf of Indemnitee, and any expenses of establishing a right to indemnification, pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense, appeal or settlement of a Proceeding or any action to establish a right to indemnification pursuant to this Agreement or otherwise for which he is not otherwise compensated by any third party even if he is not then regularly employed by the Company or subsidiary or an affiliate thereof.  The term “Expenses” does not include the amount of judgments, fines, penalties or ERISA excise taxes actually levied against the Indemnitee.

(c)       Discharge by the Company of Indemnitee’s employment for “cause” shall mean termination upon (i) the willful and continued failure by Indemnitee to substantially perform his material duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Indemnitee by the Board, which demand specifically identifies the material duties that the Board believes that Indemnitee has not substantially performed, or (ii) the willful or grossly negligent engaging by Indemnitee in conduct that is materially injurious to the Company, monetarily or otherwise, or that involves fraud or dishonesty by the Indemnitee.

2.       Agreement to Serve .     The Indemnitee agrees to continue to serve as a director of the Company at the will of the Company for so long as Indemnitee is duly elected or appointed or until such time as Indemnitee tenders a resignation in writing.

3.       Indemnification in Third Party Actions .     The Company shall indemnify the Indemnitee in accordance with the provisions of this section if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the name of the Company to procure a judgment in its favor), by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding and judgments, fines, penalties and ERISA excise taxes (including all interest, assessments and other charges paid or payable in respect thereto) actually levied against the Indemnitee, to the fullest extent permitted by Delaware law; provided that any settlement shall be approved in writing by the Company.  Notwithstanding the foregoing, any and all obligations of the Company to indemnify the Indemnitee in accordance with the provisions of this section shall cease upon the discharge from employment, for cause, of the Indemnitee by the Company.

4.       Indemnification in Proceedings by or in the Name of the Company .  The Company shall indemnify the Indemnitee in accordance with the provisions of this section if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that Indemnitee was or is a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such proceeding, to the fullest extent permitted by Delaware law.  Notwithstanding the foregoing, any and all obligations of the Company to indemnify the Indemnitee in accordance with the provisions of this section shall cease upon the discharge from employment, for cause, of the Indemnitee by the Company.

5.       Conclusive Presumption Regarding Standard of Conduct .       If a determination is required to be made as to compliance by the Indemnitee with the relevant standards of conduct as defined by Delaware law for indemnification pursuant to this Agreement or concerning the rights of the Indemnitee to payments for indemnification and advancement of Expenses under this Agreement or any other agreement or Company By-Law now or hereafter in effect relating to claims for indemnification, the Company shall seek the written opinion of independent counsel as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law, and the Company shall indemnify the Indemnitee to the full extent set forth herein to the extent permitted in such written opinion.  Such counsel shall be selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld).  The Company agrees to pay the fees and disbursements of such counsel referred to above.

6.       Indemnification of Expenses of Successful Party .     Any other provisions of this Agreement to the contrary notwithstanding, to the extent that the Indemnitee has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including, without limitation, the dismissal of a Proceeding without prejudice, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith to the fullest extent permitted by Delaware law.

7.       Advances of Expenses .     The Expenses incurred by the Indemnitee in any Proceeding shall, at the written request of the Indemnitee, be paid in full by the Company in advance of the final disposition of the Proceeding, and on no less than a bi-monthly basis, upon submission in each instance of documentation of such Expenses actually and reasonably incu