FORM OF INDEMNIFICATION AGREEMENT


     THIS INDEMNIFICATION AGREEMENT ("Agreement") is made this ____
day of March, 1999 between Health-Chem Corporation, a Delaware
corporation having its principal office located in New York, New
York ("Indemnitor"), and __________________________ ("Indemnitee").

                         RECITALS

Indemnitee is now serving, or is considering serving, Indemnitor as
a director or officer, or both, and the parties hereto acknowledge
that Indemnitee's service to Indemnitor may expose Indemnitee to
claims, lawsuits and risk of liability.

The parties further recognize that the compensation or fees payable
to Indemnitee for the performance of such services may not be
commensurate with the potential risk involved and Indemnitor is
now, or may in the future be, unable adequately to provide
insurance at a reasonable cost to cover such risk.

Accordingly, as an inducement to Indemnitee to serve or to continue
to serve Indemnitor, Indemnitor and Indemnitee desire to enter into
this Agreement pursuant to which Indemnitor undertakes to indemnify
Indemnitee against such risk to the fullest extent permitted to do
so by Delaware law.

     NOW, THEREFORE, Indemnitor and Indemnitee hereby agree as
follows:

1.   Indemnification

     1.1  Subject to Section 1.3 hereof, Indemnitor shall hold
harmless and indemnify Indemnitee of and from all claims and all
threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative, involving
Indemnitee by reason of the fact that he is or was a director or
officer, or both, of Indemnitor (or by reason of the fact that he
is or was serving at the request of Indemnitor as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) including all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, to the broadest and maximum extent permitted by
Delaware law.

     1.2. Without limiting the generality of Section 1.1 hereof,
the indemnification provided for by Section 1.1 shall:

          1.2.1.    extend to and fully cover any Loss (as
hereinafter defined) arising from any Claim (as hereinafter
defined), whether such Claim is made against Indemnitee, indivi-
dually or jointly with others, by reason of any Wrongful Act (as
hereinafter defined) made in Indemnitee's capacity as a director,
officer, employee and/or agent;

          1.2.2.    include all rights of indemnification provided
to Indemnitee under the existing provisions of the certificate of
incorporation or bylaws of Indemnitor; and

          1.2.3.    include all such additional rights of
indemnification that could possibly be provided to Indemnitee under
the certificate of incorporation or bylaws of Indemnitor or under
Delaware law.

     1.3. Nothing in this Section 1 shall be deemed to provide any
indemnity by Indemnitor to Indemnitee on account of any matter:

          1.3.1.    in respect to remuneration paid to Indemnitee
but only to the extent that it shall be determined by a final
judgment or other final adjudication that such remuneration was in
violation of law; or

          1.3.2.    for an accounting of profits made from the
purchase or sale by Indemnitee of securities of either Indemnitor
within the meaning of Section 16(b) of the Securities Exchange Act
of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law; or

          1.3.3.    brought about or contributed to by the
dishonesty of Indemnitee but only to the extent that a final
judgment or other final adjudication adverse to Indemnitee
establishes that acts of active and deliberate dishonesty were
committed or attempted by Indemnitee with actual dishonest purpose
and intent and were material to the adjudication; or

          1.3.4.    that is based on or attributable to Indemnitee
having gained any personal profit or advantage to which Indemnitee
was not entitled but only to the extent that a final judgment or
other final adjudication adverse to Indemnitee establishes that
Indemnitee in fact gained such personal profit or other advantage
to which Indemnitee was not entitled; or

          1.3.5.    in respect of which any final decision by a
court having jurisdiction of the matter shall have determined that
indemnification is not lawful.

     1.4. Indemnitor promptly shall pay the expenses (including
attorneys' fees) incurred by Indemnitee in defending any civil or
criminal action, suit or proceeding, as such expenses are incurred
and prior to the final disposition of such action, suit or
proceeding, provided that Indemnitor receives a written undertaking
by or on behalf of Indemnitee to repay such amounts advanced if it
is ultimately determined that he is not entitled to be indemnified
by Indemnitor as authorized under this Agreement.  Indemnitor shall
perform its obligation under this Section 1.4 until such time as it
may be determined that Indemnitee is not entitled to indem-
nification by virtue of one or more of the exclusions set forth in
Section 1.3 hereof.


     1.5. The reference in Section 1.1 hereof to Delaware law is to
Delaware law as the same exists from time to time, but, in the case
of any amendment to or change in Delaware law, subject to Section
6, only to the extent that such amendment or change permits
Indemnitor to provide broader or greater rights of indemnification
than is permitted to Indemnitor prior to such amendment or change.

2.   Definitions

     2.1. The term "Loss" shall mean any amount Indemnitee is
obligated or asserted to be obligated to pay in respect of
Indemnitee's legal liability, whether actual or asserted, for a
Wrongful Act, and shall include damages, judgments, settlements and
costs, attorneys' fees, charges and expenses incurred in the
defense of Claims.

     2.2. The term "Wrongful Act" shall mean any breach of duty,
neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted by Indemnitee so alleged by
any claimant or any other matter claimed against Indemnitee by
reason of Indemnitee being a director, officer, employee or agent.

     2.3. The term "Subsidiary" shall mean any corporation of which
at least 50% of the equity securities is owned by Indemnitor or by
another Subsidiary.

     2.4. The term "Claim" shall mean any suit, action, proceeding,
investigation or claim threatened, whether civil, criminal,
administrative or investigative, made or instituted against or with
respect to Indemnitee or the property of Indemnitee, or both,
either by or in the right of Indemnitor or by or in the right of a
party other than Indemnitor.

3.   Scope of Indemnification

This Agreement and the indemnification provided herein:

     3.1. Shall apply to Indemnitee in Indemnitee's capacity or
capacities as a director, officer, employee or agent, or the like,
of:  (i) Indemnitor: (ii) any Subsidiary or former Subsidiary, or
any Subsidiary that is hereafter acquired or created by Indemnitor;
and (iii)  corporations, partnerships, associations and entities
other than Indemnitor and Indemnitor's Subsidiaries where
Indemnitee is directed or requested to serve by Indemnitor;

     3.2. Shall be irrevocable and perpetual, and subject to
Section 1.3 hereof, shall apply to any Claim arising or Loss
incurred after the date hereof, whether made or incurred prior to
or after the termination of Indemnitee's services to Indemnitor as
a director, officer, employee or agent; and

     3.3. Subject to Section 1.3 hereof, shall cover Losses arising
from any Claims made against the estate, heirs, legal
representatives or assigns of Indemnitee.

4.   Agreement to be Liberally Construed

The purpose of this Agreement is to induce Indemnitee either to
serve Indemnitor in one or more of the capacities described in
Section 3.1 hereof, or to induce Indemnitee to continue to serve in
one or more such capacities.  Indemnitor acknowledges that, but for
this Agreement and the expectation by Indemnitee that Indemnitor
will perform each of its obligations hereunder, Indemnitee may not
consent to serve or to continue to serve Indemnitor in such
capacities.  Therefore, it is the intention of Indemnitor and
Indemnitee that this Agreement be liberally construed so as to
achieve its purpose of, subject to Section 1 hereof, protecting
Indemnitee from and against Losses arising from Wrongful Acts.
Indemnitor will not do or fail to do any act that would or might
prevent or hinder the performance by Indemnitor of its obligations
under this Agreement.

5.   Agreement Not Exclusive

The rights and benefits of Indemnitee, and the obligations of
Indemnitor, under this Agreement shall be in addition to, and shall
not supersede or be in lieu of, the provisions  (if any) in the
certificate of incorporation or bylaws of Indemnitor relating to
the indemnification of Indemnitee by Indemnitor; the provisions of
policies of insurance of Indemnitor; the provisions of policies of
insurance or indemnification arrangements provided by persons or
entities other than Indemnitor; or applicable law.  Notwithstanding
anything to the contrary in this Agreement, Indemnitor shall
defend, indemnify and hold harmless Indemnitee to the full extent
permitted from time to time by applicable law.  Indemnitor,
however, shall not be liable to Indemnitee to make any payment with
respect to any claim made against Indemnitee for which payment is
actually made to Indemnitee under a valid and collectible insurance
policy, except with respect to any excess beyond the amount of the
payment under such policy.

6.   Severability

Nothing in this Agreement is intended to require or shall be
construed as requiring Indemnitor to do or fail to do any act in
violation of applicable law.  If any provision of this Agreement is
finally determined by a court of competent jurisdiction to require
Indemnitor to do or fail to do such an act, such provision shall be
limited or modified in its application to the extent necessary to
avoid a violation of law, and as so limited or modified such
provision and the balance of this Agreement shall be enforceable in
accordance with their terms.

7.   Choice of Law

This Agreement shall be governed by, and its provisions construed
in accordance with, the laws of the State of Delaware without
regard to provisions concerning conflict of laws.

8.   Choice of Forum

Any action instituted by or on behalf of Indemnitor under this
Agreement or to enforce or interpret any provision of this
Agreement shall be brought only in the state courts of the
State of Delaware and in no other court.  If any action is
instituted in any court by Indemnitee under this Agreement or to
enforce or interpret any of its terms, Indemnitor hereby consents,
and will at such time consent, to the exclusive jurisdiction and
exclusive venue of such court, and shall cooperate with any request
by Indemnitee to transfer or remove such action to another court.

9.   Successors and Assigns

This Agreement shall be binding upon Indemnitor and its successors
and assigns, and shall inure to the benefit of Indemnitee or
Indemnitee's estate, heirs, legal representatives and assigns.

10.  Modification, Amendment or Waiver

No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both the parties hereto.  Any
term or provision of this Agreement may be waived at any time by
the party entitled to the benefit thereof, but only by a written
instrument executed by such party.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof nor shall such waiver
constitute a continuing waiver.

11.  Attorneys' Fees

If any action is instituted by Indemnitee under this Agreement to
enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all court costs and expenses,
including attorneys' fees, incurred by Indemnitee with respect to
such action, unless as a part of such action the court determines
that each of the material assertions made by Indemnitee as a part
of such action were not made in good faith or were frivolous.  If
any action is instituted by or in the name of the Indemnitor under
this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all court costs
and expenses, including reasonable attorneys' fees, incurred by
Indemnitee in defense of such action (including with respect to
Indemnitee's counterclaims and cross claims made in such action),
unless as a part of such action the court determines that each of
the Indemnitee's material defenses to such action were made in bad
faith or were frivolous.

12.  Counterparts

This Agreement may be signed in any number of counterparts, each of
which will be an original, with the same effect as if the
signatures hereto were upon the same instrument.

13.  Contents of Agreement

This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof and supersedes all prior
agreements or understandings between the parties regarding such
matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


HEALTH-CHEM CORPORATION



By:  ____________________________
Title:



_________________________________





               FORM OF INDEMNIFICATION AGREEMENT


     THIS INDEMNIFICATION AGREEMENT ("Agreement") is made this ____
day of March, 1999 between Health-Chem Corporation, a Delaware
corporation having its principal office located in New York, New
York ("Indemnitor"), and __________________________ ("Indemnitee").

                         RECITALS

Indemnitee is now serving, or is considering serving, Indemnitor as
a director or officer, or both, and the parties hereto acknowledge
that Indemnitee's service to Indemnitor may expose Indemnitee to
claims, lawsuits and risk of liability.

The parties further recognize that the compensation or fees payable
to Indemnitee for the performance of such services may not be
commensurate with the potential risk involved and Indemnitor is
now, or may in the future be, unable adequately to provide
insurance at a reasonable cost to cover such risk.

Accordingly, as an inducement to Indemnitee to serve or to continue
to serve Indemnitor, Indemnitor and Indemnitee desire to enter into
this Agreement pursuant to which Indemnitor undertakes to indemnify
Indemnitee against such risk to the fullest extent permitted to do
so by Delaware law.

     NOW, THEREFORE, Indemnitor and Indemnitee hereby agree as
follows:

1.   Indemnification

     1.1  Subject to Section 1.3 hereof, Indemnitor shall hold
harmless and indemnify Indemnitee of and from all claims and all
threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative, involving
Indemnitee by reason of the fact that he is or was a director or
officer, or both, of Indemnitor (or by reason of the fact that he
is or was serving at the request of Indemnitor as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) including all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, to the broadest and maximum extent permitted by
Delaware law.

     1.2. Without limiting the generality of Section 1.1 hereof,
the indemnification provided for by Section 1.1 shall:

          1.2.1.    extend to and fully cover any Loss (as
hereinafter defined) arising from any Claim (as hereinafter
defined), whether such Claim is made against Indemnitee, indivi-
dually or jointly with others, by reason of any Wrongful Act (as
hereinafter defined) made in Indemnitee's capacity as a director,
officer, employee and/or agent;

          1.2.2.    include all rights of indemnification provided
to Indemnitee under the existing provisions of the certificate of
incorporation or bylaws of Indemnitor; and

          1.2.3.    include all such additional rights of
indemnification that could possibly be provided to Indemnitee under
the certificate of incorporation or bylaws of Indemnitor or under
Delaware law.

     1.3. Nothing in this Section 1 shall be deemed to provide any
indemnity by Indemnitor to Indemnitee on account of any matter:

          1.3.1.    in respect to remuneration paid to Indemnitee
but only to the extent that it shall be determined by a final
judgment or other final adjudication that such remuneration was in
violation of law; or

          1.3.2.    for an accounting of profits made from the
purchase or sale by Indemnitee of securities of either Indemnitor
within the meaning of Section 16(b) of the Securities Exchange Act
of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law; or

          1.3.3.    brought about or contributed to by the
dishonesty of Indemnitee but only to the extent that a final
judgment or other final adjudication adverse to Indemnitee
establishes that acts of active and deliberate dishonesty were
committed or attempted by Indemnitee with actual dishonest purpose
and intent and were material to the adjudication; or

          1.3.4.    that is based on or attributable to Indemnitee
having gained any personal profit or advantage to which Indemnitee
was not entitled but only to the extent that a final judgment or
other final adjudication adverse to Indemnitee establishes that
Indemnitee in fact gained such personal profit or other advantage
to which Indemnitee was not entitled; or

          1.3.5.    in respect of which any final decision by a
court having jurisdiction of the matter shall have determined that
indemnification is not lawful.

     1.4. Indemnitor promptly shall pay the expenses (including
attorneys' fees) incurred by Indemnitee in defending any civil or
criminal action, suit or proceeding, as such expenses are incurred
and prior to the final disposition of such action, suit or
proceeding, provided that Indemnitor receives a written undertaking
by or on behalf of Indemnitee to repay such amounts advanced if it
is ultimately determined that he is not entitled to be indemnified
by Indemnitor as authorized under this Agreement.  Indemnitor shall
perform its obligation under this Section 1.4 until such time as it
may be determined that Indemnitee is not entitled to indem-
nification by virtue of one or more of the exclusions set forth in
Section 1.3 hereof.


     1.5. The reference in Section 1.1 hereof to Delaware law is to
Delaware law as the same exists from time to time, but, in the case
of any amendment to or change in Delaware law, subject to Section
6, only to the extent that such amendment or change permits
Indemnitor to provide broader or greater rights of indemnification
than is permitted to Indemnitor prior to such amendment or change.

2.   Definitions

     2.1. The term "Loss" shall mean any amount Indemnitee is
obligated or asserted to be obligated to pay in respect of
Indemnitee's legal liability, whether actual or asserted, for a
Wrongful Act, and shall include damages, judgments, settlements and
costs, attorneys' fees, charges and expenses incurred in the
defense of Claims.

     2.2. The term "Wrongful Act" shall mean any breach of duty,
neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted by Indemnitee so alleged by
any claimant or any other matter claimed against Indemnitee by
reason of Indemnitee being a director, officer, employee or agent.

     2.3. The term "Subsidiary" shall mean any corporation of which
at least 50% of the equity securities is owned by Indemnitor or by
another Subsidiary.

     2.4. The term "Claim" shall mean any suit, action, proceeding,
investigation or claim threatened, whether civil, criminal,
administrative or investigative, made or instituted against or with
respect to Indemnitee or the property of Indemnitee, or both,
either by or in the right of Indemnitor or by or in the right of a
party other than Indemnitor.

3.   Scope of Indemnification

This Agreement and the indemnification provided herein:

     3.1. Shall apply to Indemnitee in Indemnitee's capacity or
capacities as a director, officer, employee or agent, or the like,
of:  (i) Indemnitor: (ii) any Subsidiary or former Subsidiary, or
any Subsidiary that is hereafter acquired or created by Indemnitor;
and (iii)  corporations, partnerships, associations and entities
other than Indemnitor and Indemnitor's Subsidiaries where
Indemnitee is directed or requested to serve by Indemnitor;

     3.2. Shall be irrevocable and perpetual, and subject to
Section 1.3 hereof, shall apply to any Claim arising or Loss
incurred after the date hereof, whether made or incurred prior to
or after the termination of Indemnitee's services to Indemnitor as
a director, officer, employee or agent; and

     3.3. Subject to Section 1.3 hereof, shall cover Losses arising
from any Claims made against the estate, heirs, legal
representatives or assigns of Indemnitee.

4.   Agreement to be Liberally Construed

The purpose of this Agreement is to induce Indemnitee either to
serve Indemnitor in one or more of the capacities described in
Section 3.1 hereof, or to induce Indemnitee to continue to serve in
one or more such capacities.  Indemnitor acknowledges that, but for
this Agreement and the expectation by Indemnitee that Indemnitor
will perform each of its obligations hereunder, Indemnitee may not
consent to serve or to continue to serve Indemnitor in such
capacities.  Therefore, it is the intention of Indemnitor and
Indemnitee that this Agreement be liberally construed so as to
achieve its purpose of, subject to Section 1 hereof, protecting
Indemnitee from and against Losses arising from Wrongful Acts.
Indemnitor will not do or fail to do any act that would or might
prevent or hinder the performance by Indemnitor of its obligations
under this Agreement.

5.   Agreement Not Exclusive

The rights and benefits of Indemnitee, and the obligations of
Indemnitor, under this Agreement shall be in addition to, and shall
not supersede or be in lieu of, the provisions  (if any) in the
certificate of incorporation or bylaws of Indemnitor relating to
the indemnification of Indemnitee by Indemnitor; the provisions of
policies of insurance of Indemnitor; the provisions of policies of
insurance or indemnification arrangements provided by persons or
entities other than Indemnitor; or applicable law.  Notwithstanding
anything to the contrary in this Agreement, Indemnitor shall
defend, indemnify and hold harmless Indemnitee to the full extent
permitted from time to time by applicable law.  Indemnitor,
however, shall not be liable to Indemnitee to make any payment with
respect to any claim made against Indemnitee for which payment is
actually made to Indemnitee under a valid and collectible insurance
policy, except with respect to any excess beyond the amount of the
payment under such policy.

6.   Severability

Nothing in this Agreement is intended to require or shall be
construed as requiring Indemnitor to do or fail to do any act in
violation of applicable law.  If any provision of this Agreement is
finally determined by a court of competent jurisdiction to require
Indemnitor to do or fail to do such an act, such provision shall be
limited or modified in its application to the extent necessary to
avoid a violation of law, and as so limited or modified such
provision and the balance of this Agreement shall be enforceable in
accordance with their terms.

7.   Choice of Law

This Agreement shall be governed by, and its provisions construed
in accordance with, the laws of the State of Delaware without
regard to provisions concerning conflict of laws.

8.   Choice of Forum

Any action instituted by or on behalf of Indemnitor under this
Agreement or to enforce or interpret any provision of this
Agreement shall be brought only in the state courts of the
State of Delaware and in no other court.  If any action is
instituted in any court by Indemnitee under this Agreement or to
enforce or interpret any of its terms, Indemnitor hereby consents,
and will at such time consent, to the exclusive jurisdiction and
exclusive venue of such court, and shall cooperate with any request
by Indemnitee to transfer or remove such action to another court.

9.   Successors and Assigns

This Agreement shall be binding upon Indemnitor and its successors
and assigns, and shall inure to the benefit of Indemnitee or
Indemnitee's estate, heirs, legal representatives and assigns.

10.  Modification, Amendment or Waiver

No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both the parties hereto.  Any
term or provision of this Agreement may be waived at any time by
the party entitled to the benefit thereof, but only by a written
instrument executed by such party.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof nor shall such waiver
constitute a continuing waiver.

11.  Attorneys' Fees

If any action is instituted by Indemnitee under this Agreement to
enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all court costs and expenses,
including attorneys' fees, incurred by Indemnitee with respect to
such action, unless as a part of such action the court determines
that each of the material assertions made by Indemnitee as a part
of such action were not made in good faith or were frivolous.  If
any action is instituted by or in the name of the Indemnitor under
this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all court costs
and expenses, including reasonable attorneys' fees, incurred by
Indemnitee in defense of such action (including with respect to
Indemnitee's counterclaims and cross claims made in such action),
unless as a part of such action the court determines that each of
the Indemnitee's material defenses to such action were made in bad
faith or were frivolous.

12.  Counterparts

This Agreement may be signed in any number of counterparts, each of
which will be an original, with the same effect as if the
signatures hereto were upon the same instrument.

13.  Contents of Agreement

This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof and supersedes all prior
agreements or understandings between the parties regarding such
matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


HEALTH-CHEM CORPORATION



By:  ____________________________
Title:



_________________________________



1023XBIT.ASC