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                               INDEMNITY AGREEMENT

         THIS INDEMNITY AGREEMENT ("Agreement") is entered into on the __ day of
_____________ 1999 between _______________________________________, a _______
corporation (the "Company"), and ____________ (Indemnitee").

                                  R E C I T A L

         The Indemnitee currently is serving as a director or officer, or both,
of the Company and the Company wishes the Indemnitee to continue in such
capacities. In order to induce the Indemnitee to continue to serve in such
capacities for the Company and in consideration for his continued service, the
Company wishes to provide for indemnification of the Indemnitee upon the terms
and conditions set forth below.

                                A G R E E M E N T

         It is agreed as follows:

         1.       The Company will pay on behalf of the Indemnitee, and his
executors, administrators or assigns, any amount which he is or becomes
legally obligated to pay because of any claim or claims made against him
because of any act or omission or neglect or breach of duty which he commits
or suffers while acting in his capacity as a director or officer of the
Company. The payments which the Company will be obligated to make hereunder
shall include, INTER ALIA, damages, judgments, settlements, costs of
investigation and costs of defense of legal, criminal or equitable actions,
claims or proceedings and appeals therefrom, including attorneys' fees of
Indemnitee, costs of attachment or similar bonds, costs of establishing a
right to indemnification under this Agreement, and fines, penalties or other
obligations or fees imposed by law.

         2.       If a claim under this Agreement is not paid by the Company
within 60 days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and if successful, in whole or in part, the
claimant also shall be entitled to receive from the Company claimant's
reasonable attorneys' fees and other expenses of prosecuting such claim.

         3.       In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers reasonably required
and shall do everything that may be necessary or appropriate to secure such
rights, including the execution of such documents necessary or appropriate to
enable the Company effectively to bring suit to enforce such rights.

         4.       Notwithstanding anything contained herein to the contrary:

                  (a)      The Company shall not be liable to Indemnitee for,
nor obligated to furnish advances in connection with, any loss, cost or expense
of Indemnitee resulting from his willful or negligent violation of Section 16(b)
of the Securities Exchange Act of 1934 or the Foreign Corrupt Practices Act of
1977.

                  (b)      The Company shall not be liable to the Indemnitee
for, and shall not be obligated to furnish any advances except for repayable
costs, charges and expenses as stated below, in connection with, any loss, cost
or expense of Indemnitee as the direct result of a final judgment for money
damages payable to the Company or any affiliate for or on account of loss, cost
or expense directly or indirectly resulting form the Indemnitee's negligence or
misconduct within the meaning of Section 145(b) of the Delaware General
Corporation Law.

                  (c)      Unless otherwise allowed by a court of competent
jurisdiction or in a separate action in the Chancery Court of Delaware, the
Company shall not be liable to Indemnitee for, and Indemnitee undertakes to
repay the Company for all advances which may have been made of, expenses of
investigation, defense or appeal of any matter the judgment of which is excluded
under subsection 4(b) next above.


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                  (d)      Unless otherwise determined by a court of competent
jurisdiction or in a separate action in the Chancery Court of Delaware, a
settlement of any suit, action or proceeding shall be presumed to be an
"expense" in mitigation of the expenses of continued litigation and not the
compromise of a judgment on the merits of the action, suit or proceeding.

                  (e)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Securities Act") may be permitted to
directors of the Company pursuant to the foregoing provisions, or otherwise, the
Board of Directors has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director of the Company in the
wholly or partially successful defense of any action, suit or proceeding) is
asserted by the Indemnitee in connection with Company securities which have been
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it hereunder is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. In effect, therefore, absent a court
decision in the individual case or controlling precedent, the provisions of the
Agreement will not apply to liabilities of the Indemnitee arising under the
Securities Act unless and only to the extent that the Indemnitee is successful
in the defense of the action, suit or proceeding in question.

                  (f)      The Company shall not be liable under this Agreement
to make any payment in connection with any claim made against the Indemnitee:

                           (i)      based upon or attributable to the Indemnitee
or any member of his immediate family gaining in fact any personal profit or
advantage to which he was not legally entitled;

                           (ii)     based upon or attributable to the dishonesty
of the Indemnitee seeking payment hereunder; provided that the Indemnitee shall
be protected under this Agreement as to any claims upon which suit may be
brought against him by reason of any alleged dishonesty on his part, unless a
judgment or other final adjudication thereof adverse to the Indemnitee shall
establish that he committed acts of active and deliberate dishonesty, with
actual dishonest purpose and intent, which acts were material to the cause of
action so adjudicated;

                           (iii)    for bodily injury, sickness, disease or
death of any person, or damage to or destruction of any tangible property,
including loss of use thereof; or

                           (iv)     for which indemnification under this
Agreement is determined by a final adjudication of a court of competent
jurisdiction to be unlawful and violative of public policy.

         5.       The Indemnitee, as a condition precedent to his right to be
indemnified under this Agreement, shall give to the Company notice in writing as
soon as practicable of any claim made against him for which indemnity will or
could be sought under this Agreement. Notice to the Company shall be directed to
the attention of the Corporate Secretary of the Company at the address of the
Company's executive offices (or such other address as the Company shall
designate in writing to the Indemnitee); notice shall be deemed received if sent
by prepaid mail properly addressed, the date of such notice being the date
postmarked. In addition, upon request made by the Corporation the Indemnitee
shall give the Company such information and cooperation as it may reasonably
require and as shall be within the Indemnitee's power.

         6.       Costs and expenses (including attorneys' fees) incurred by the
Indemnitee in defending or investigating any action, suit, proceeding or
investigation shall be paid by the Company in advance of the final disposition
of such matter. The Indemnitee agrees to repay any such advances in the event
that it is ultimately determined that the Indemnitee is not entitled to
indemnification under the terms of the Agreement. Notwithstanding the foregoing
or any other provision of this Agreement, no advance shall be made by the
Company if a determination is reasonably and promptly made by the board of
directors by a majority vote of a quorum of disinterested directors, or (if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs) by independent legal counsel, that, based upon the facts
known to the board or counsel at the time such determination is made, (a) the
Indemnitee knowingly and intentionally acted in bad faith, and (b) it is


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more likely than not that it will ultimately be determined that the
Indemnitee is not entitled to indemnification under the terms of this
Agreement.

         7.       Nothing contained herein shall be deemed to diminish or
otherwise restrict the Indemnitee's right to indemnification under any provision
of the articles of incorporation or bylaws of the Company or under Delaware law.

         8.       This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

         9.       This Agreement shall be binding upon all successors and
assigns of the Company (including any transferee of all or substantially all of
its assets and any successor by merger or operation of law) and shall inure to
the benefit of the heirs, personal representatives and estate of Indemnitee.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.

                                    "COMPANY"

                                    ----------------------------,
                                    a ___________ corporation



                                    -----------------------------



                                    "INDEMNITEE"

                                    -----------------------------


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