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                                                                   EXHIBIT 10.11

                            INDEMNIFICATION AGREEMENT


                  This Agreement is made and entered into as of ____________,
         1999, between 3CI Complete Compliance Corporation, a Delaware
         corporation ("3CI") and ____________________ (hereinafter called the
         "Director").

                  WHEREAS, Director is a member of the Board of Directors of 3CI
         and in that capacity is performing a valuable service for 3CI and

                  WHEREAS, the by-laws of the Corporation (the "By-laws")
         provide for the indemnification of the officers, directors, and
         employees of 3CI to the maximum extent authorized under law; and

                  WHEREAS, the Delaware General Corporation Law (the "State
         Statute") specifically provides that it is not exclusive, and
         contemplates that contracts may be entered into between 3CI and the
         members of its Board of Directors with respect to the indemnification
         of the directors; and

                  SO AS to induce Director to continue to serve as a member of
         the Board of Directors of 3CI, 3CI has determined and agreed to enter
         into this Agreement with Director.

                  NOW, THEREFORE, in consideration of Director's continued
         service as a Director after the date of this Agreement, 3CI and
         Director, each intending to be legally bound, hereby mutually covenant
         and agree as follows:

               1.   Indemnity of Director. 3CI agrees to hold harmless and to
                    indemnify Director, his or her heirs, successors and estate
                    to the full extent authorized or permitted by the provisions
                    of the State Statute, or by any amendment of it or other
                    statutory provisions authorizing or permitting such
                    indemnification which is adopted after the date of this
                    Agreement.

               2.   Additional Indemnity. Without limiting the generality of
                    Section 1 herein, and subject only to the exclusions set
                    forth in Section 3 herein, 3CI further agrees to hold
                    harmless and indemnify Director, his or her heirs,
                    successors and estate:

                    a)   Against any and all expenses (including attorneys'
                         fees), judgments, fines and amounts paid in settlement
                         actually and reasonably incurred by Director, his or
                         her heirs, successors and estate in connection with any
                         threatened, pending or completed action, suit or
                         proceeding, whether civil, criminal, administrative or
                         investigative (other than an action by or in the right
                         of 3CI) to which Director is, was or at any time
                         become, a party, or is threatened to be made a party,
                         by reason of the fact that Director is, was or at any
                         time becomes a director, officer, employee or agent of
                         3CI, or is or


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                         was serving or at any time serves at the request of 3CI
                         as a director, officer, employee or agent of another
                         corporation, partnership, joint venture, trust or other
                         enterprise, if he or she acted in good faith and in a
                         manner he or she reasonably believed to be in or not
                         opposed to the best interests of 3CI, and with respect
                         to any criminal action or proceeding, had no reasonable
                         cause to believe his or her conduct was unlawful. The
                         termination of any action, suit or proceeding by
                         judgment, order, settlement, conviction, or upon a plea
                         of nolo contendere or its equivalent, shall not, of
                         itself, create a presumption that the person did not
                         act in good faith and in a manner which the person
                         reasonably believed to be in or not opposed to the best
                         interests of 3CI, and, with respect to any criminal
                         action or proceeding, had reasonable cause to believe
                         that the person's conduct was unlawful; and

                    b)   Against any and all expenses actually and reasonably
                         incurred (including attorneys' fees) by Director, his
                         or her heirs, successors and estate in connection with
                         any threatened, pending or completed action or suit by
                         or in the right of the corporation to procure a
                         judgment in its favor by reason of the fact that
                         Director is, was or at any time becomes a director,
                         officer, employee or agent of 3CI, or is or was serving
                         or at any time serves at the request of 3CI as a
                         director, officer, employee or agent of another
                         corporation, partnership, joint venture, trust or other
                         enterprise, if he or she acted in good faith and in a
                         manner he or she reasonably believed to be in or not
                         opposed to the best interests of 3CI, except that no
                         indemnification shall be made in respect of any claim,
                         issue or matter as to which the Director, his or her
                         heirs, successors and estate shall have been adjudged
                         to be liable to the corporation unless and only to the
                         extent that the Court of Chancery or the court in which
                         such action or suit was brought shall determine upon
                         application that, despite the adjudication of liability
                         but in view of all the circumstances of the case, such
                         person is fairly and reasonably entitled to indemnity
                         for such expenses which the Court of Chancery or such
                         other court shall deem proper; and

                    c)   Otherwise to the fullest extent as may be provided to
                         Director by 3CI under the nonexclusivity provisions of
                         the State Statute.

               3.   Limitations on Indemnity. No indemnity pursuant to Section 2
                    herein shall be paid by 3CI:

                    a)   In respect of the amount of such losses for which the
                         Director is indemnified either pursuant to Section 1
                         herein or pursuant to any D & O Insurance purchased and
                         maintained by 3CI;

                    b)   In respect to remuneration paid to Director if it shall
                         be determined by a

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                         final judgment or other final adjudication that such
                         remuneration was in violation of law:

                    c)   On account of any suit in which judgment is rendered
                         against Director for an accounting of profits made from
                         the purchase or sale by Director of securities of 3CI
                         pursuant to the provisions of Section 16(b) of the
                         Securities Exchange Act of 1934 and its amendments or
                         similar provisions of any federal, state or local
                         statutory law;

                    d)   For any breach of Director's duty of loyalty to 3CI or
                         its stockholders;

                    e)   For acts or omissions of Director not in good faith or
                         which involve intentional misconduct or a knowing
                         violation of law;

                    f)   For any transaction from which Director derived
                         improper personal benefit;

                    g)   For any unlawful payment of dividends or unlawful stock
                         purchase or redemption as provided pursuant to the
                         State Statute;

                    h)   With respect to any claim, issue or matter as to which
                         Director shall have been adjudged to be liable to
                         Corporation, unless and to the extent that a court of
                         competent jurisdiction deems Director to be entitled to
                         indemnification despite such adjudication of liability;
                         or

                    i)   If a final decision by a Court having jurisdiction in
                         the matter shall determine that such indemnification is
                         not lawful.

               4.   Continuation of Indemnity. All agreements and obligations of
                    3CI contained herein shall continue during the period
                    Director is a director, officer, employee or agent of 3CI
                    (or is or was serving at the request of 3CI as a director,
                    officer, employee or agent of another corporation,
                    partnership, joint venture, trust or other enterprise) and
                    shall continue thereafter so long as Director shall be
                    subject to any possible claim or threatened, pending or
                    completed action, suit or proceeding, whether civil,
                    criminal, administrative or investigative, by reason of the
                    fact that Director was a director of 3CI or serving in any
                    other capacity referred to herein.

               5.   Notification and Defense of Claim. Promptly after receipt by
                    Director of notice of the commencement of any action, suit
                    or proceeding, Director will, if a claim in respect thereof
                    is to be made against 3CI under this Agreement, notify 3CI
                    of such commencement; but the omission to so notify 3CI will
                    not relieve 3CI from any liability which it may have to
                    Director otherwise than under this Agreement. With respect
                    to any such action, suit or proceeding as to which Director
                    notifies 3CI of its commencement:

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                    a)   3CI will be entitled to participate in it at its own
                         expense:

                    b)   Except as otherwise provided below, to the extent that
                         it may wish, 3CI jointly with any other indemnifying
                         party similarly notified will be entitled to assume the
                         defense of it, with counsel satisfactory to Director.
                         After notice from 3CI to Director of its election to
                         assume the defense of it, 3CI will not be liable to
                         Director under this Agreement for any legal or other
                         expenses subsequently incurred by Director in
                         connection with the defense thereof other than
                         reasonable costs of investigation or as otherwise
                         provided below. Director shall have the right to employ
                         its counsel in such action, suit or proceeding but the
                         fees and expenses of such counsel incurred after notice
                         from 3CI of its assumption of the defense thereof shall
                         be at the expense of Director unless (i) the employment
                         of counsel by Director has been authorized by 3CI; (ii)
                         Director shall have reasonably concluded that there may
                         be a conflict of interest between 3CI and Director in
                         the conduct of the defense of such action; or (iii) 3CI
                         shall not in fact have employed counsel to assume the
                         defense of such action, in each of which cases the fees
                         and expenses of counsel shall be at the expense of 3CI.
                         3CI shall not be entitled to assume the defense of any
                         action, suit or proceeding brought by or on behalf of
                         3CI or as to which Director shall have made the
                         conclusion provided in this Section 5(b)(ii);

                    c)   3CI shall not be liable to indemnify Director under
                         this Agreement for any amounts paid in settlement of
                         any action or claim effected without its written
                         consent. 3CI shall not settle action or claim in any
                         manner which would impose any penalty or limitation on
                         Director without Director's written consent. Neither
                         Corporation nor Director will unreasonably withhold
                         their consent to any proposed settlement.

                    d)   The indemnification and advancement of expenses
                         provided by, or granted pursuant to, the other
                         subsections of this Agreement shall not be deemed
                         exclusive of any other rights to which the Director,
                         his or her heirs, successors and estate may be entitled
                         under any by-law, agreement, vote of stockholders or
                         disinterested directors or otherwise, both as to an
                         action in the Director's official capacity and as to an
                         action in another capacity while holding such office.

               6.   Repayment of Expenses. Director agrees that Director will
                    reimburse 3CI for all reasonable expenses paid by 3CI in
                    defending any civil or criminal action, suit, or proceeding
                    against Director in the event and only to the extent that it
                    shall be ultimately determined that Director is not entitled
                    to be indemnified by 3CI for such expenses under the
                    provisions of the State Statute, the By-laws, this
                    Agreement, or otherwise.

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               7.   Enforcement.

                    a)   3CI expressly confirms and agrees that it has entered
                         into this Agreement and assumed the obligations imposed
                         on 3CI hereby in order to induce Director to continue
                         as a director of 3CI, and acknowledges that Director is
                         relying on this Agreement in continuing in such
                         capacity.

                    b)   In the event Director is required to bring any action
                         to enforce rights or to collect moneys due under this
                         Agreement and is successful in such an action, 3CI
                         shall reimburse Director for all of Director's
                         reasonable fees and expenses in bringing and pursuing
                         such action, including attorneys' fees.

               8.   Separability. Each of the provisions of this Agreement is a
                    separate and distinct agreement and independent of the
                    others, so that if any provision shall be held to be invalid
                    or unenforceable for any reason, such invalidity or
                    unenforceability shall not affect the validity or
                    enforceability of the other provisions.

               9.   Governing Law, Binding Effect: Amendment and Termination.

                    a)   The Agreement shall be interpreted and enforced in
                         accordance with the laws of the state of Delaware.

                    b)   This Agreement shall be binding on Director and 3CI,
                         its successors and assigns, and shall inure to the
                         benefit Director, his or her heirs, personal
                         representatives and assigns and to the benefit 3CI, its
                         successors and assigns.

                    c)   No amendment, modification, termination or cancellation
                         of this Agreement shall be effective unless in writing
                         signed by both parties hereto.


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                  In Witness whereof, the parties have executed this Agreement
on and as of the date first written above.


                                            3CI Complete Compliance Corporation


                                            By:
                                               --------------------------------
                                            Title:
                                                   ----------------------------
                                            Date:
                                                 ------------------------------


                                            Director:

                                            -----------------------------------
                                                         (Name)

                                            Date:
                                                 ------------------------------


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