OFFICER INDEMNIFICATION AGREEMENT

1.

Agreement to Serve.    The Officer shall serve as an officer of the Corporation. This Agreement shall not be deemed an employment contract between the Corporation and Officer. The Officer specifically acknowledges that Officer’s employment with the Corporation, if any, is at will, and the Officer may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between the Officer and the Corporation, other applicable formal severance policies duly adopted by the Board of Directors (the “ Board ”), or by the Corporation’s Certificate of Incorporation, the Corporation’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after the Officer has ceased to serve as an officer of the Corporation.

(a)

The term " Proceeding " shall include any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise, and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, in which the Officer may be or may have been involved as a party, witness or otherwise, by reason of the fact that the Officer is

(b)

The term " Expenses " shall mean any expense, liability or loss, including attorneys' fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments or other charges imposed thereon, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and shall include, without limitation thereto, expenses of investigations, judicial or administrative proceedings or appeals, attorney, accountant and other professional fees and disbursements and any expenses of establishing a right to indemnification under Section 12 of this Agreement, but shall not include amounts paid in settlement by the Officer or the amount of judgments or fines against the Officer.

(c)

References to " other enterprise " include, without limitation, employee benefit plans; references to " fines " include, without limitation, any excise taxes assessed on a person with respect to any employee benefit plan; references to " serving at the request of the Corporation " include, without limitation, any service as a director, officer, partner, trustee, manager, employee or agent which imposes duties on, or involves services by, such director, officer, partner, trustee, manager, employee or agent with respect to an employee benefit plan, its participants, or its beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner " not opposed to the best interests of the Corporation " as referred to in this Agreement.

(d)

References to " the Corporation " shall include, in addition to the resulting entity, any constituent corporation or other entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, partners, trustees, managers, employees or agents, so that any person who is or was a director, officer, partner, trustee, manager, employee or agent of such constituent entity, or is or was serving at the request of such constituent entity as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving entity as such person would have with respect to such constituent entity if  its separate existence had continued.

(e)

For purposes of this Agreement, the meaning of the phrase " to the fullest extent

(i)

to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify or exculpate its officers; and

(ii)

to the fullest extent permitted by any provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL.

(f)

A " Change in Control " shall be deemed to occur upon the earlier 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 Corporation representing fifty percent (50%) or more of the combined voting power of the Corporation's then outstanding securities entitled to vote generally in the election of directors, unless (a) the change in the relative Beneficial Ownership of the Corporation'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 (b) 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 Corporation'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)

Corporation Transactions .   The effective date of a reorganization, merger or consolidation of the Corporation (a " Business Combination "), in each case, unless, immediately following such Business Combination: (a) all or substantially all of the Persons 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 51% of the combined voting power of the then outstanding securities of the Corporation entitled to vote generally in the election of Directors resulting from such Business Combination (including, without limitation, a corporation which was a result of such

(iv)

Liquidation .   The approval by the stockholders of the Corporation of a complete liquidation of the Corporation or an agreement or series of agreements for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than factoring the Corporation'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, whether or not the Corporation is then subject to such reporting requirement.

(g)

Beneficial Owner; Beneficial Ownership .   The terms " Beneficial Owner " and " Beneficial Ownership " shall have the meanings set forth in Rule 13d-3 promulgated under the  Securities Exchange Act  of 1934, as amended, as in effect on the date hereof  (the " Exchange Act ") .

(h)

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: (a) the Corporation; (b) any subsidiary of the Corporation; (c) any employment benefit plan of the Corporation or of a subsidiary of the Corporation or of any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and (d) any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or of a subsidiary of the Corporation or of a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

3.

Limitation of Liability.

(a)

To the fullest extent permitted by law, the Officer shall have no monetary liability of any kind or nature whatsoever in respect of the Officer’s errors or omissions (or alleged errors or omissions) in serving the Corporation or any of its subsidiaries, their respective shareholders or any other enterprise at the request of the Corporation, so long as such errors or omissions (or alleged errors or omissions), if any, are not shown by clear and convincing evidence to have involved:

(i)

any breach of the Officer’s duty of loyalty to such entities, shareholders or enterprises;

(ii)

any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

(iii)

any transaction from which the Officer derived an improper personal benefit; or

(iv)

profits made from the purchase and sale by the Officer of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law.

(b)

Without limiting the generality of subparagraph (a) above and to the fullest extent permitted by law, the Officer shall have no personal liability to the Corporation or any of its subsidiaries, their respective shareholders or any other person claiming derivatively through the Corporation, regardless of the theory or principle under which such liability may be asserted, for:

(i)

punitive, exemplary or consequential damages;

(ii)

treble or other damages computed based upon any multiple of damages actually and directly proved to have been sustained;

(iii)

fees of attorneys, accountants, expert witnesses or professional consultants; or

(iv)

civil fines or penalties of any kind or nature whatsoever.

4.

Indemnity in Third Party Proceedings.    The Corporation shall indemnify the Officer in accordance with the provisions of this Section 4 if the Officer was or is a party to, or is threatened to be made a party to, any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the by the Officer in connection with such Proceeding if the Officer acted in good faith and

The Officer shall not be entitled to indemnification under this Section 4 in connection with any Proceeding charging improper personal benefit to the Officer in which the Officer is finally adjudged liable without further rights of appeal on the basis that personal benefit was improperly received by the Officer unless and only to the extent that the court conducting such Proceeding, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

5.

Indemnity in Proceedings by or in the Right of the Corporation.    The Corporation shall indemnify the Officer in accordance with the provisions of this Section 5 if the Officer was or is a party to, or is threatened to be made a party to, any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Officer in connection with the defense or settlement of such Proceeding if the Officer acted in good faith and in a manner the Officer reasonably believed was in or not opposed to the best interests of the Corporation. The Officer shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Officer has been finally adjudged liable without further rights of appeal to the Corporation unless and only to the extent that the court conducting such Proceeding, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

6.

Indemnification of Expenses of Successful Party.    Notwithstanding any other provisions of this Agreement other than Section 8, to the extent that the Officer has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, including the dismissal of an action without prejudice, the Corporation shall indemnify the Officer against all Expenses actually and reasonably incurred in connection therewith.  If any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Officer, (ii) an adjudication that the Officer was liable to the Corporation, (iii) a plea of guilty by the Officer, (iv) an adjudication that the Officer did not act in good faith, and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Officer had reasonable cause to believe his conduct was unlawful, the Officer shall be considered for the purposes hereof to have been successful with respect thereto.

7.

Additional Indemnification.    Notwithstanding any limitation in Sections 4, 5 or 6, the Corporation shall indemnify the Officer to the fullest extent permitted by law with respect to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such

8.

Exclusions.    Notwithstanding any provision in this Agreement, the Corporation shall not be obligated under this Agreement to make any indemnification in connection with any claim made against the Officer:

(a)

for which payment has actually been made to or on behalf of the Officer under any insurance policy, except