EYETEL
      IMAGING, INC.

    


    INDEMNIFICATION
      AGREEMENT

    


     

    This
      Agreement is made as of _________, 2007, by and among EyeTel Imaging, Inc.,
      a
      Delaware corporation (the “Corporation”)
      and
      ____________, an [executive officer] [director] of the Corporation (the
“Indemnitee”).

    


    WHEREAS,
      the
      Indemnitee is [an executive officer] [a member of the Board of Directors] of
      the
      Corporation and in that capacity is performing a valuable service for the
      Corporation; and

    


    WHEREAS,
      the
      Corporation and the Indemnitee are aware of the increased exposure of corporate
      [officers] [directors] to litigation in the course of exercising their duties;
      and

    


    WHEREAS,
      the
      Corporation desires to continue to benefit from the services of highly qualified
      and experienced persons such as the Indemnitee; and

    


    WHEREAS,
      the
      Indemnitee is willing to serve the Corporation as [an officer] [a director]
      only
      if the Corporation is able to provide on an acceptable basis adequate and
      reliable indemnification against certain liabilities and expenses that may
      be
      incurred by the Indemnitee in connection with such service; and

    


    WHEREAS,
      the
      Second Amended and Restated Bylaws (the “Bylaws”)
      of the
      Corporation provide for certain indemnification of the [officers] [directors]
      of
      the Corporation; and

    


    WHEREAS,
      the
      Corporation and the Indemnitee recognize the potential inadequacy of the
      protection available to [officers] [directors] under the Delaware General
      Corporation Law (the “DGCL”)
      and
      the Corporation’s Third Amended and Restated Certificate of Incorporation and
      the Bylaws; and

    


    WHEREAS,
      the
      DGCL specifically provides that it is not exclusive and contemplates that
      contracts may be entered into between the Corporation and [its officers]
      [members of its Board of Directors] with respect to indemnification of the
      [officers] [directors]; 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein, the
      parties hereby agree as follows:

    


    
      	
              1.

            	
              Service
                by the Indemnitee.
                This Agreement shall not give the Indemnitee the right to be nominated
                or
                elected as [an officer] [a director] of the Corporation, affect the
                right
                of the Indemnitee to resign or decline to stand for election as [an
                officer] [a director] of the Corporation or affect the right of the
                [Board
                of Directors] [stockholders] to remove the Indemnitee, or affect
                the right
                of the Corporation [to terminate the Indemnitee’s employment (except as
                provided in any employment agreement with the Corporation)] [or
                stockholders to seek judicial removal of the
                Indemnitee].

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              2.

            	
              Indemnity
                of the Indemnitee.
                The Corporation agrees to hold harmless and indemnify the Indemnitee,
                his
                or her heirs, successors, and estate to the fullest extent authorized
                or
                permitted by the provisions of the DGCL, or by any amendment of it
                or
                other statutory provisions authorizing or permitting such indemnification
                that is adopted on or after the date of this Agreement, against any
                pending, threatened, future, or completed action, suit, or proceeding,
                whether civil, criminal, administrative, or investigative (including
                an
                action by or in the right of the Corporation) by reason of the fact
                that
                he or she is or was [an officer] [a director] of the Corporation
                or is or
                was serving as a director, officer, employee, or agent of another
                corporation, partnership, joint venture, limited liability company,
                trust,
                or other enterprise at the request of or by designation of the
                Corporation.

            


    

    


    
      	
              3.

            	
              Additional
                Indemnity.
                Without limiting the generality of Section 2
                hereof, and subject only to the exclusions set forth in Section
                4
                hereof, the Corporation further agrees to hold harmless and indemnify
                the
                Indemnitee, his or her heirs, successors and
                estate:

            


    

    


    
      	 	
              (a)

            	
              Against
                any and all expenses (including attorneys’ fees), judgments, fines,
                penalties, and amounts paid in settlement, actually and reasonably
                incurred by the Indemnitee, his or her heirs, successors, and estate
                in
                connection with any threatened, pending, future, or completed action,
                suit
                or proceeding, whether civil, criminal, administrative, or investigative
                (including an action by or in the right of the Corporation) to which
                the
                Indemnitee is, was, or at any time becomes, or his or her heirs,
                successors, and estate are, were, or at any time become, a party,
                or is
                threatened to be made a party, by reason of the fact that the Indemnitee
                is, was, or at any time becomes a director, officer, employee, or
                agent of
                the Corporation, or is or was serving or at any time serves as a
                director,
                officer, employee, or agent of another corporation, partnership,
                joint
                venture, limited liability company, trust, or other enterprise at
                the
                request of or by designation of the Corporation 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 the Corporation and, with respect
                to any
                criminal action or proceeding, had no reasonable cause to believe
                his or
                her conduct was unlawful; and

            


    

    


    
      	 	
              (b)

            	
              Otherwise
                to the fullest extent as may be provided to the Indemnitee by the
                Corporation under the non-exclusivity provisions of the
                DGCL.

            


    

    


    In
      the
      event the Indemnitee incurs and pays such expenses (including attorneys’ fees),
      judgments, fines, penalties, and amounts paid in settlement, the Corporation
      shall promptly reimburse such amounts within a reasonable period of time not
      to
      exceed sixty (60) days, subject to the exclusions set forth in Section
4.

    


    
      	
              4.

            	
              Limitations
                on Indemnity.
                No
                indemnity pursuant to Section 2
                hereof shall be paid by the
                Corporation:

            


    

    


    
      	 	
              (a)

            	
              On
                account of any suit in which judgment is rendered against the Indemnitee
                for an accounting of profits made from the purchase or sale by the
                Indemnitee of securities of the Corporation 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
                to the
                extent, and only to the extent, the suit relates to such
                judgment;

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              For
                any breach of the Indemnitee’s duty of loyalty to the Corporation or its
                stockholders determined finally by a court of competent jurisdiction
                and
                not subject to further appeal;

            


    

    


    
      	 	
              (c)

            	
              For
                acts or omissions of the Indemnitee not in good faith or that involve
                intentional misconduct or a knowing violation of law determined finally
                by
                a court of competent jurisdiction and not subject to further appeal;
                or

            


    

    


    
      	 	
              (d)

            	
              If
                a final decision not subject to further appeal by a court having
                jurisdiction in the matter shall determine that such indemnification
                is
                not lawful.

            


    

    


    
      	
              5.

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

            


    

    


    
      	
              6.

            	
              Notification
                and Defense of Claim.
                As
                a condition precedent to the Indemnitee’s right to be indemnified
                hereunder, promptly after receipt by the Indemnitee of notice of
                any
                claim, or of the commencement of any action, suit, or proceeding,
                the
                Indemnitee must, if a claim in respect thereof is to be made against
                the
                Corporation under this Agreement, notify the Corporation of such
                commencement; but the omission so to notify the Corporation will
                not
                relieve the Corporation from any liability which it may have to the
                Indemnitee. With respect to any such action, suit, or proceeding
                (a
                “Case”): 

            


    

    


    
      	 	
              (a)

            	
              The
                Corporation will be entitled to participate in the Case at its own
                expense;

            


    

    


    
      	 	
              (b)

            	
              Except
                as otherwise provided below, to the extent that it may wish, the
                Corporation jointly with any other indemnifying party will be entitled
                to
                assume the defense of the Case, with counsel satisfactory to the
                Indemnitee. After notice from the Corporation to the Indemnitee of
                the
                election so to assume the defense of the Case, the Corporation will
                not be
                liable to the Indemnitee under this Agreement for any legal or other
                expenses subsequently incurred by the Indemnitee in connection with
                the
                defense thereof other than reasonable costs of investigation or as
                otherwise provided below. The Indemnitee shall have the right to
                employ
                its own counsel in such Case, but the fees and expenses of such counsel
                incurred after notice from the Corporation of its assumption of the
                defense thereof shall be at the expense of the Indemnitee unless
                (i) the employment of counsel by the Indemnitee has been authorized
                by the Corporation, (ii) the Indemnitee shall have reasonably concluded
                that there may be a conflict of interest between the Corporation
                and the
                Indemnitee in the conduct of the defense of such action, or (iii)
                the
                Corporation 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
                for the Indemnitee shall be at the expense of the Corporation. The
                Corporation shall not be entitled to assume the defense of any action,
                suit, or proceeding brought by or on behalf of the Corporation or
                as to
                which the Indemnitee shall have made the conclusion provided for
                in
                Section 6(b)(ii);

            


    

     

    
      
         

      

      
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              (c)

            	
              The
                Corporation shall not be liable to indemnify the Indemnitee under
                this
                Agreement for any amounts paid in settlement of any action or claim
                effected without its written consent. The Corporation shall not settle
                any
                action or claim in any manner that would impose any penalty or limitation
                on the Indemnitee without the Indemnitee’s written consent. Neither the
                Corporation nor the Indemnitee will unreasonably withhold their consent
                to
                any proposed settlement.

            


    

    


    
      	
              7.

            	
              Repayment
                of Expenses.
                The Indemnitee agrees that the Indemnitee will reimburse the Corporation
                for all amounts advanced paid by the Corporation to the Indemnitee
                pursuant to the last sentence of Section 3 in the event and only
                to the
                extent that it shall be ultimately determined by final judicial decision
                from which there is no further right of appeal that the Indemnitee
                is not
                entitled to be indemnified by the Corporation for such expenses under
                the
                provisions of the DGCL, the Bylaws, this Agreement, or
                otherwise.

            


    

    


    
      	
              8.

            	
              Enforcement.

            


    

    


    
      	 	
              (a)

            	
              The
                Corporation expressly confirms and agrees that it has entered into
                this
                Agreement and assumed the obligations imposed on it hereby in order
                to
                induce the Indemnitee to continue as [an officer] [a director] of
                the
                Corporation and acknowledges that the Indemnitee is relying on this
                Agreement in continuing in such
                capacity.

            


    

    


    
      	 	
              (b)

            	
              In
                the event the Indemnitee is required to bring any action to enforce
                rights
                or to collect moneys due under this Agreement and is successful in
                such
                action, the Corporation shall reimburse the Indemnitee for all of
                the
                Indemnitee’s reasonable fees and expenses in bringing and pursuing such
                action.

            


    

    


    
      	
              9.

            	
              Severability.
                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.

            


    

    


    
      	
              10.

            	
              Governing
                Law; Binding Effect; Amendment and Termination.

            


    

    


    
      	 	
              (a)

            	
              This
                Agreement shall be interpreted and enforced in accordance with the
                laws of
                the State of Delaware.

            


    

    


    
      	 	
              (b)

            	
              This
                Agreement shall be binding on the Indemnitee and shall inure to the
                benefit of the Indemnitee, his or her heirs, personal representatives,
                and
                assigns. This Agreement shall also be binding on the Corporation
                and shall
                inure to the benefit of the Corporation together with its successors
                and
                assigns.

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

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

            


    

     

    
      	
              11.

            	
              Rights
                Not Exclusive. The
                indemnification provided by this Agreement shall not be deemed exclusive
                of any other rights to which the Indemnitee may be entitled under
                the
                Corporation’s certificate of incorporation, by-laws, any other agreement,
                any vote of stockholders or directors, the DGCL, any other common
                or
                statutory law or otherwise.

            


    

    


     

    


     

    [Signature
      Page to Follow]

     

    


     

    
      
         

      

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

     

    


    


    


    


    EYETEL
      IMAGING, INC.

     

     

    By:
      ____________________________

    Name:
      __________________________

    Title:
      ___________________________

     

     

     

    ____________________________

    [Name
      of
      Indemnitee]

     

     

    
      
        SIGNATURE
          PAGE