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          (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemniteeshall be entitled to the rights of indemnification provided in this Section 1 if, by reason of hisCorporate Status (as hereinafter defined), Indemnitee is made, or is threatened to be made, a partyto or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in theright of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified to the fullestextent permitted by applicable law against all Expenses (as hereinafter defined), judgments,penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee oron Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, ifIndemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or notopposed to the best interests of the Company and, with respect to any criminal Proceeding, had noreasonable cause to believe Indemnitee’s conduct was unlawful.          (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to therights of indemnification provided in this Section 1 if, by reason of Indemnitee’s CorporateStatus, Indemnitee is made, or is threatened to be made, a party to or participant in anyProceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemniteeshall be indemnified to the fullest extent permitted by applicable law against all Expensesactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with suchProceeding or any claim, issue, or matter therein if Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests of the Company;*provided, however*, if applicable law so provides, no indemnification against such Expenses shall bemade in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall havebeen finally adjudged to be liable to the Company unless and only to the extent that the Court ofChancery of the State of Delaware or any court in which such Proceeding was brought shall determineupon application that such indemnification may be made, despite the adjudication of liability.          (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful.Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reasonof Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in anyProceeding, or in defense of any claim, issue or matter therein, in whole or in part, Indemniteeshall be indemnified to the maximum extent permitted by law as such may be amended from time totime, against all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connectiontherewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on themerits or otherwise, as to one or more but less than all claims, issues or matters in suchProceeding, the Company shall indemnify Indemnitee against all Expenses actually incurred by him oron his behalf in connection with each successfully resolved claim, issue or matter. For purposes ofthis Section and without limitation, the termination of any claim, issue or matter in such aProceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as tosuch claim, issue or matter.          (d) Indemnification for Expenses of a Witness. Notwithstanding any other provision ofthis Agreement, to the fullest extent permitted by applicable law, to the**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in anyProceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expensesactually incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.     **Section 2.****Additional Indemnity**.          In addition to, and without regard to any limitations on, the indemnification provided for inSection 1 hereof, the Company shall and hereby does indemnify and hold harmless to the fullestextent permitted by applicable law Indemnitee against all Expenses, judgments, penalties, fines andamounts paid in settlement actually incurred by Indemnitee or on Indemnitee’s behalf if, by reasonof Indemnitee’s Corporate Status, Indemnitee is made, or is threatened to be made, a party to orparticipant in any Proceeding (including a Proceeding by or in the right of the Company),including, without limitation, all liability arising out of, the negligence or active or passivewrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligationspursuant to this Agreement shall be that the Company shall not be obligated to make any payment toIndemnitee that is finally determined (under the procedures, and subject to the presumptions, setforth in Sections 5 and 6 hereof) to not be permitted by Law.     **Section 3.****Contribution in the Event of Joint Liability**.          (a) Whether or not the indemnification provided in Section 1 and Section 2 hereof isavailable, in respect of any threatened, pending or completed Proceeding in which the Company isjointly liable with Indemnitee (or would be if joined in the Proceeding), the Company shall pay, inthe first instance, the entire amount of any judgment or settlement in connection with anyProceeding without requiring Indemnitee to contribute to such payment and the Company hereby waivesand relinquishes any right of contribution it may have against Indemnitee. The Company shall notenter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee(or would be if joined in such Proceeding) unless such settlement provides for a full and finalrelease of all claims asserted against Indemnitee.          (b) Without diminishing or impairing the obligations of the Company set forth in the precedingsubparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portionof any judgment or settlement in any threatened, pending or completed Proceeding in which theCompany is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Companyshall pay to Indemnitee the entire amount of any judgment or settlement of such Proceeding withoutrequiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishesany right of contribution it may have against Indemnitee. Indemnitee shall not enter into anysettlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be ifjoined in such Proceeding) unless such settlement provides for a full and final release of allclaims asserted against the Company.**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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          (c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claimsof contribution which may be brought by officers, directors or employees of the Company other thanany indemnitee who may be jointly liable with Indemnitee.          (d) To the fullest extent permissible under applicable law, if the indemnification providedfor in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieuof indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether forjudgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement, and/orExpenses, in connection with any claim relating to any event requiring indemnification ofIndemnitee under the Certificate, the Bylaws, this Agreement, or of any other resolutions orprovisions thereof in such proportion as is deemed fair and reasonable in light of all of thecircumstances of such Proceeding in order to reflect (i) the relative benefits received by theCompany and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to suchProceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employeesand agents) and Indemnitee in connection with such event(s) and/or transaction(s).     **Section 4.****Advancement of Expenses**.          Notwithstanding any other provision of this Agreement, the Company shall advance, to thefullest extent permitted by law, all Expenses incurred by or on behalf of Indemnitee in connectionwith any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after thereceipt by the Company of a statement or statements from Indemnitee requesting such advance oradvances from time to time, whether prior to or after final disposition of such Proceeding. Suchstatement or statements shall include or be preceded or accompanied by an undertaking by or onbehalf of Indemnitee to repay any Expenses advanced if, and only to the extent that, it shallultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.Advances shall include any and all Expenses incurred pursuing an action to enforce this right ofadvancement, including Expenses incurred preparing and forwarding statements to the Company tosupport the advances claimed. Any advances and undertakings to repay pursuant to this Section 4shall be unsecured and interest free. This Section 4 shall not apply to any claim made byIndemnitee for which indemnity is excluded pursuant to Section 8 hereof.     **Section 5.****Procedures and Presumptions for Determination of Entitlement toIndemnification**.          It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are asfavorable as may be permitted under the law and public policy of the State of Delaware.Accordingly, the parties agree that the following procedures and presumptions shall apply in theevent of any question as to whether Indemnitee is entitled to indemnification under this Agreement:**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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          (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company awritten request for indemnification or advancement of Expenses, including therein or therewith suchdocumentation and information as is reasonably available to Indemnitee and is reasonably necessaryto determine whether and to what extent Indemnitee is entitled to indemnification as soon as isreasonably practicable following the receipt by Indemnitee of written notice thereof. Such writtenrequest to the Company shall include a description of the nature of the Proceeding and the factsunderlying such Proceeding, to the extent known. The omission by Indemnitee to notify the Companyhereunder will not relieve the Company from any liability that it may have to Indemnitee hereunderor otherwise than under this Agreement, and any delay in so notifying the Company shall notconstitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company(or other executive officer if the secretary is otherwise unavailable) shall, promptly upon receiptof such a request for indemnification, advise the Board in writing that Indemnitee has requestedindemnification.          (b) If a claim under this Agreement, under any statute, or under any provision of theCertificate or Bylaws providing for indemnification is not paid in full by the Company withinthirty (30) days after a written request for payment thereof has first been received by theCompany, Indemnitee shall, at any time thereafter, be entitled to an adjudication in an appropriatecourt of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’sentitlement to such indemnification. Alternatively, Indemnitee, at his option, may seek an awardin arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rulesof the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seekany such adjudication. In any such action by Indemnitee to recover the unpaid amount of the claim,Indemnitee shall also be entitled to be paid for the Expenses of bringing such action. It shall bea defense to any such action (other than an action brought to enforce a claim for Expenses incurredin connection with any Proceeding in advance of its final disposition) that Indemnitee has not metthe standards of conduct which make it permissible under applicable law for the Company toindemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on theCompany, and Indemnitee shall be entitled to receive interim payments of Expenses pursuant toSection 5 unless and until such defense may be finally adjudicated by court order or judgment fromwhich no further right of appeal exists. It is the parties’ intention that if the Company contestsIndemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shallbe for the court to decide, and neither the failure of the Company (including the Board, anycommittee or subgroup of the Board, independent legal counsel or the Company’s stockholders) tohave made a determination that indemnification of Indemnitee is proper in the circumstances becauseIndemnitee has met the applicable standard of conduct required by applicable law, nor an actualdetermination by the Company (including the Board, any committee or subgroup of the Board,independent legal counsel or the Company’s stockholders) that Indemnitee has not met suchapplicable standard of conduct, shall create a presumption that Indemnitee has or has not met theapplicable standard of conduct.**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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          (c) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based onthe records or books of account of the Enterprise (as defined below), including financialstatements, or on information supplied to Indemnitee by the officers of the Enterprise in thecourse of their duties, or on the advice of legal counsel for the Enterprise or on information orrecords given or reports made to the Enterprise by an independent certified public accountant or byan appraiser or other expert selected with reasonable care by the Enterprise. In addition, theknowledge and/or actions, or failure to act, of any director, officer, agent or employee of theEnterprise shall not be imputed to Indemnitee for purposes of determining the right toindemnification under this Agreement. Whether or not the foregoing provisions of this Section 5(c)are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in goodfaith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interestsof the Company. Anyone seeking to overcome this presumption shall have the burden of proof.          (d) The Company acknowledges that a settlement or other disposition short of final judgmentmay be successful if it permits a party to avoid expense, delay, distraction, disruption anduncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in anymanner other than by adverse judgment against Indemnitee (including, without limitation, settlementof such Proceeding with or without payment of money or other consideration) it shall be presumedthat Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seekingto overcome this presumption shall have the burden of proof.          (e) The termination of any Proceeding or of any claim, issue, or matter therein, by judgment,order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not(except as otherwise expressly provided in this Agreement) of itself adversely affect the right ofIndemnitee to indemnification or create a presumption that Indemnitee did not act in good faith andin a manner which Indemnitee reasonably believed to be in or opposed to the best interests of theCompany or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause tobelieve that Indemnitee’s conduct was unlawful.     **Section 6.****Remedies of Indemnitee**.          (a) In the event that Indemnitee seeks a judicial adjudication of Indemnitee’s rights under,or to recover damages for breach of, this Agreement, or to recover under any D&O Insurance policiesmaintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and allexpenses (of the types described in the definition of Expenses in Section 13(d) of this Agreement)actually incurred by Indemnitee in such judicial adjudication, regardless of whether Indemniteeultimately is determined to be entitled to such indemnification, advancement of expenses, orinsurance recovery.          (b) The Company shall be precluded from asserting in any judicial proceeding commencedpursuant to this Section 6 that the procedures and presumptions of this Agreement are not valid,binding and enforceable and shall stipulate in any such**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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court that the Company is bound by all the provisions of this Agreement. The Company shallindemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (withinthirty (30) days after receipt by the Company of a written request thereof) advance, to the fullestextent permitted by law, such expenses to Indemnitee, which are incurred by Indemnitee inconnection with any action brought by Indemnitee for indemnification or advance of Expenses fromthe Company under this Agreement or under any D&O Insurance policies maintained by the Company,regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,advancement of Expenses, or insurance recovery, as the case may be.          (c) Notwithstanding anything in this Agreement to the contrary unless required by law, nodetermination as to entitlement to indemnification under this Agreement shall be required to bemade prior to the final disposition of the Proceeding.     **Section 7.****Non-Exclusivity; Survival of Rights; Insurance; Subrogation**.          (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusiveof any other rights to which Indemnitee may at any time be entitled under applicable law, theCertificate, the Bylaws, any agreement, a vote of stockholders, a resolution of directors, orotherwise. No amendment, alteration, or repeal of the Certificate, the Bylaws, this Agreement or ofany other provision hereof shall limit or restrict any right of Indemnitee under this Agreement inrespect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior tosuch amendment, alteration or repeal. To the extent that a change in the law, whether by statute orjudicial decision, permits greater indemnification than would be afforded currently under theCertificate, the Bylaws and this Agreement, it is the intent of the parties hereto that Indemniteeshall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that achange in the law, whether by statute or judicial decision, limits the indemnification rights thatwould be afforded currently under the Certificate, the Bylaws and this Agreement, it is the intentof the parties hereto that such change, to the extent not otherwise required by such law, statute,or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’rights and obligations hereunder. No right or remedy herein conferred is intended to be exclusiveof any other right or remedy, and every other right and remedy shall be cumulative and in additionto every other right and remedy given hereunder or now or hereafter existing at law or in equity orotherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall notprevent the concurrent assertion or employment of any other right or remedy. The indemnificationprovided under this Agreement shall continue as to Indemnitee for any action taken or not takenwhile serving in an indemnified capacity even though he may have ceased to serve in such capacityat the time of any action or other covered Proceeding.          (b) To the extent that the Company maintains an insurance policy or policies providingliability insurance for directors, officers, employees or agents or fiduciaries of the Company orof any other corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise which such person serves at the request of the Company, Indemnitee shall be covered bysuch policy or policies in accordance with its**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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or their terms to the maximum extent of the coverage available for any such director, officer,employee, agent or fiduciary under such policy or policies.          (c) In the event of any payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papersrequired and take all action necessary to secure such rights, including execution of such documentsas are necessary to enable the Company to bring suit to enforce such rights.     **Section 8.****Exception to Right of Indemnification**.          Notwithstanding any provision in this Agreement, the Company shall not be obligated under thisAgreement to make any indemnity in connection with any claim made against Indemnitee:          (a) for which payment has actually been made to or on behalf of Indemnitee under any insurancepolicy, except with respect to any excess beyond the amount paid under any insurance policy; or          (b) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against theCompany or its directors, officers, employees or other indemnitees, unless (i) the Board authorizedthe Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company providesthe indemnification, in its sole discretion, pursuant to the powers vested in the Company underapplicable law, (iii) the Proceeding was initiated to establish or enforce a right toindemnification under this Agreement, any other agreement or insurance policy, or under the Bylawsor the Certificate or (iv) as otherwise required under the laws of the State of Delaware.     **Section 9.****Duration of Agreement**.          All agreements and obligations of the Company contained herein shall continue during theperiod Indemnitee is a director of the Company (or is or was serving at the request of the Companyas a director, officer, employee or agent of another corporation, partnership, joint venture, trustor other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to anyProceeding (or any proceeding commenced under this Agreement) by reason of Indemnitee’s CorporateStatus, whether or not he is acting or serving in any such capacity at the time any liability orexpense is incurred for which indemnification can be provided under this Agreement.     **Section 10.****Period of Limitations**.          No legal action shall be brought and no cause of action shall be asserted by or in the rightof the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal orlegal representatives after the expiration of two years from the date of accrual of such cause ofaction, and any claim or cause of action of the Company shall be extinguished and deemed releasedunless asserted by the timely filing of a legal action within such two-year period; *provided,however*, that if any shorter period of**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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limitations is otherwise applicable to any such cause of action, such shorter period shallgovern.     **Section 11.****Security**.          To the extent requested by Indemnitee and approved by the Board, the Company may at any timeand from time to time provide security to Indemnitee for the Company’s obligations hereunderthrough an irrevocable bank line of credit, funded trust or other collateral. Any such security,once provided to Indemnitee, may not be revoked or released without the prior written consent ofIndemnitee.     **Section 12.****Enforcement**.          (a) The Company expressly confirms and agrees that it has entered into this Agreement andassumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue toserve as a director of the Company, and the Company acknowledges that Indemnitee is relying uponthis Agreement in serving as a director of the Company.          (b) This Agreement constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings, oral, written andimplied, between the parties hereto with respect to the subject matter hereof; *provided however*,that this Agreement is a supplement to and in furtherance of the Certificate, the Bylaws and anyapplicable law, and shall not be deemed a substitute thereof, nor to diminish or abrogate anyrights of Indemnitee thereunder.     **Section 13.****Definitions**.          For purposes of this Agreement:          (a) “Business Day” means any day except Saturday, Sunday or any day on which banks aregenerally not open for business in the City of New York.          (b) “Corporate Status” describes the status of a person who is or was a director,officer, employee or agent or fiduciary of the Company or of any other corporation, partnership,joint venture, trust, employee benefit plan or other enterprise that such person is or was servingat the request of the Company, including on or prior to the date of this Agreement.          (c) “Enterprise” shall mean the Company and any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving atthe express written request of the Company as a director, officer, employee, agent or fiduciary.          (d) “Expenses” shall mean all attorneys’ fees, retainers, court costs, transcriptcosts, fees of experts, witness fees, travel expenses, duplicating costs, printing and bindingcosts, telephone charges, postage, delivery service fees, and all other**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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disbursements or expenses of the types customarily incurred in connection with prosecuting,defending, preparing to prosecute or defend, investigating, participating, or being or preparing tobe a witness in a Proceeding.          (e) “Proceeding” includes any threatened, pending or completed action, suit,arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearingor any other actual, threatened or completed proceeding, whether brought by or in the right of theCompany or otherwise and whether civil, criminal, administrative or investigative, in whichIndemnitee was, is or will be involved as a party or otherwise, by reason of the fact thatIndemnitee is or was an officer or director of the Company, by reason of any action taken byIndemnitee or of any inaction on Indemnitee’s part while acting as a director of the Company, or byreason of the fact that Indemnitee is or was serving at the request of the Company as a director,officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust orother Enterprise; in each case whether or not he is acting or serving in any such capacity at thetime any liability or expense is incurred for which indemnification can be provided under thisAgreement; including one pending on or before the date of this Agreement.     **Section 14.****Severability**.          If any provision or provisions of this Agreement shall be held by a court of competentjurisdiction to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a)the validity, legality, and enforceability of the remaining provisions of this Agreement (includingwithout limitation, each portion of any Section of this Agreement containing any such provisionheld to be invalid, illegal or unenforceable that is not itself invalid, illegal, or unenforceable)shall not in any way be affected or impaired thereby and shall remain enforceable to the fullestextent permitted by law; (b) such provision or provisions shall be deemed reformed to the extentnecessary to conform to applicable law and to give the maximum effect to the intent of the partieshereto; and (c) to the fullest extent possible, the provisions of this Agreement (including,without limitation, each portion of any Section of this Agreement containing any such provisionheld to be invalid, illegal, or unenforceable that is not itself invalid, illegal, orunenforceable) shall be construed so as to give effect to the intent manifested thereby. Withoutlimiting the generality of the foregoing, this Agreement is intended to confer upon Indemniteeindemnification rights to the fullest extent permitted by applicable laws. In the event anyprovision hereof conflicts with any applicable law, such provision shall be deemed modified,consistent with the aforementioned intent, to the extent necessary to resolve such conflict.     **Section 15.****Attorneys’ Fees**.          In the event that any action is instituted by Indemnitee under this Agreement to enforce orinterpret any of the terms hereof, Indemnitee shall be entitled to be paid all expenses (of thetypes described in the definition of Expenses in Section 13(d) hereof) incurred by Indemnitee withrespect to such action. In the event of an action instituted by or in the name of the Company underthis Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall beentitled to be paid all**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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expenses (of the types described in the definition of Expenses in Section 13(d) hereof) indefense of such action (including with respect to Indemnitee’s counterclaims and cross claims madein such action).     **Section 16.****Modification and Waiver**.          No supplement, modification, termination or amendment of this Agreement shall be bindingunless executed in writing by both of the parties hereto. No waiver of any of the provisions ofthis Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whetheror not similar) nor shall such waiver constitute a continuing waiver.     **Section 17.****Assignment**.          This Agreement shall be binding upon and inure to the benefit of and be enforceable by theparties hereto and their respective successors (including any direct or indirect successor bypurchase, merger, consolidation or otherwise to all or substantially all of the business and/orassets of the Company), assigns, spouses, heirs, and personal and legal representatives. TheCompany shall require and cause any successor (whether direct or indirect by purchase, merger,consolidation or otherwise) to all, substantially all or a substantial part, of the business and/orassets of the Company, by written agreement in form and substance satisfactory to Indemnitee,expressly to assume and agree to perform this Agreement in the same manner and to the same extentthat the Company would be required to perform if no such succession had taken place. This Agreementshall continue in effect regardless of whether Indemnitee continues to serve as a director,officer, employee, or agent of the Company or of any other Enterprise. Indemnitee may not assignhis rights hereunder without the prior written consent of the Company.     **Section 18.****Notice by Indemnitee**.          Indemnitee agrees within five (5) days to notify the Company in writing upon being served orotherwise receiving with any summons, citation, subpoena, complaint, indictment, information orother document relating to any Proceeding or matter which may be subject to indemnification coveredhereunder. The failure to so notify the Company shall not relieve the Company of any obligationwhich it may have to the Indemnitee under this Agreement or otherwise unless and only to the extentthat such failure or delay materially prejudices the Company.     **Section 19.****Notices**.          All notices and other communications given or made pursuant to this Agreement shall be inwriting and shall be deemed effectively given: (a) upon personal delivery to the party to benotified, (b) when sent by confirmed electronic mail or facsimile if sent during normal businesshours of the recipient, and if not so confirmed, then on the next Business Day, (c) five (5) daysafter having been sent by registered or certified mail, return receipt requested, postage prepaid,or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying nextday delivery, with written verification of receipt. All communications shall be sent:**INDEMNIFICATION AGREEMENT — KENNETH K. CONTE**
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To the Indemnitee:Kenneth K. Conte