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                                                                    EXHIBIT 10.8

                            INDEMNIFICATION AGREEMENT
                                        

     THIS AGREEMENT is made this ____ day of ___________, 19___ between BancTec,
Inc., a Delaware corporation (the "Company"), and _________________________,
("Indemnified Party").


                             W I T N E S S E T H:


     WHEREAS, highly competent persons are becoming more reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation; and

     WHEREAS, the current impracticability of obtaining adequate insurance and
the uncertainties relating to indemnification have increased the difficulty of
attracting and retaining such persons; and

     WHEREAS, the Board of Directors of the Company has determined that the
inability to attract and retain such persons is detrimental to the best
interests of the Company's stockholders and that the Company should act to
assure such protection in the future; and

     WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such persons to the fullest extent
permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified; and

     WHEREAS, Indemnified Party is willing to serve, continue to serve and to
take on additional service for or on behalf of the Company on the condition that
Indemnified Party be so indemnified;

     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnified Party do hereby covenant and agree
as follows:

1.   Indemnification - General.

     The Company shall indemnify and advance Expenses (as hereinafter defined)
     to Indemnified Party to the fullest extent permitted by applicable law in
     effect on the date hereof and to such greater extent as applicable law may
     thereafter from time to time permit.  The rights of Indemnified Party
     provided under the preceding sentence shall include, but shall not be
     limited to, the rights set forth in the other Sections of this Agreement.

2.   Proceedings Other Than Proceedings by or in the Right of the Company.

     Indemnified Party shall be entitled to the indemnification rights provided
     in this Section 2 if, by reason of his Corporate Status (as hereinafter
     defined), he is, or is threatened to be made, a party to any threatened,
     pending or completed Proceeding (as hereinafter defined), other than a
     Proceeding by or in the right of the Company.  Pursuant to this Section 2,
     Indemnified Party shall be indemnified against Expenses, judgments,
     penalties, fines and amounts paid in settlement actually and reasonably
     incurred by him or on his behalf in connection with such Proceeding or any
     claim, issue or matter therein, if he acted in good faith and in a manner
     he reasonably believed to be in, or not opposed to, the best interests of
     the Company, and, with respect to any criminal Proceeding, had no
     reasonable cause to believe his conduct was unlawful.


3.   Proceedings by or in the Right of the Company.
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     Indemnified Party shall be entitled to the indemnification rights provided
     in this Section 3, if, by reason of his Corporate Status, he is, or is
     threatened to be made, a party to any threatened, pending or completed
     Proceeding brought by or in the right of the Company to procure a judgment
     in its favor.  Pursuant to this Section 3, Indemnified Party shall be
     indemnified against Expenses actually and reasonably incurred by him or on
     his behalf in connection with such Proceeding if he acted in good faith and
     in a manner he reasonably believed to be in, or not opposed to, the best
     interests of the Company.  Notwithstanding the foregoing, no
     indemnification against such Expenses shall be made in respect of any
     claim, issue or matter in such Proceeding as to which Indemnified Party
     shall have been adjudged to be liable to the Company if applicable law
     prohibits such indemnification; provided, however, that, if applicable law
     so permits, indemnification against Expenses shall nevertheless be made by
     the Company, despite such adjudication of liability, if and only to the
     extent that the Court of Chancery of the State of Delaware, or the court in
     which such Proceedings shall have been brought or is pending, shall
     determine.

4.   Indemnification of Expenses of a Party Who is Wholly or Partly Successful.

     Notwithstanding any other provision of this Agreement, to the extent that
     Indemnified Party is, by reason of his Corporate Status, a party to and is
     successful, on the merits or otherwise, in any Proceeding, he shall be
     indemnified against all Expenses actually and reasonably incurred by him or
     on his behalf in connection therewith.  If Indemnified Party is not wholly
     successful in such Proceeding but is successful, on the merits or
     otherwise, as to one or more but less than all claims, issues or matters in
     such Proceeding, the Company shall indemnify Indemnified Party against all
     Expenses actually and reasonably incurred by him or on his behalf in
     connection with each successful resolved claim, issue or matter.  For the
     purposes of this Section 4 and without limitation, the termination of any
     claim, issue or matter in such a Proceeding by dismissal, with or without
     prejudice, shall be deemed to be a successful result as to such claim,
     issue or matter.

5.   Contribution.

     In the event that the indemnity contained in Sections 2, 3 or 4 of this
     Agreement is unavailable or insufficient to hold Indemnified Party harmless
     in a Proceeding described therein, then in accordance with the provisions
     of Section 145(f) of the Delaware General Corporation Law, and separate
     from and in addition to the indemnity provided elsewhere herein, the
     Company shall contribute to Expenses, judgments, penalties, fines and
     amounts paid in settlement actually and reasonably incurred by or on behalf
     of Indemnified Party in connection with such Proceeding or any claim, issue
     or matter therein, in such proportion as appropriately reflects the
     relative benefits received by, and fault of, the Company on the one hand
     and Indemnified Party on the other in the acts, transactions or matters to
     which the Proceeding relates and other equitable considerations.

6.   Procedure for Determination of Entitlement to Indemnification.

     (a)  To obtain indemnification under this Agreement, Indemnified Party
          shall submit to the Company a written request, including such
          documentation and information as is reasonably available to
          Indemnified Party and is reasonably necessary to determine whether and
          to what extent Indemnified Party is entitled to indemnification.  The
          determination of Indemnified Party's entitlement to indemnification
          shall be made not later than 60 days after receipt by the Company of
          the written request for indemnification.  The Secretary of the Company
          shall, promptly upon receipt of such a request for indemnification,
          advise the Board of Directors in writing that Indemnified Party has
          requested indemnification.

     (b)  Indemnified Party's entitlement to indemnification under any of
          Sections 2, 3, 4 and 5 of this Agreement shall be determined in the
          specific case: (i) by the Board of Directors by a majority vote of a
          quorum of the Board consisting of Disinterested Directors (as
          hereinafter defined); (ii) 

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          by Independent Counsel (as hereinafter defined), in a written opinion
          if a quorum of the Board of Directors consisting of Disinterested
          Directors is not obtainable or, even if obtainable, such quorum of
          Disinterested Directors so directs; or, (iii) by the stockholders of
          the Company. If, with regard to Section 5 of this Agreement, such a
          determination is not permitted by law or if a quorum of Disinterested
          Directors so directs, such determination shall be made by the Chancery
          Court of the State of Delaware or in the court in which the Proceeding
          giving rise to the claim for indemnification is brought.

     (c)  In the event that the determination of entitlement to indemnification
          is to be made by Independent Counsel pursuant to Section 6(b) of this
          Agreement, the Independent Counsel shall be selected as provided in
          this Section 6 (c).  The Independent Counsel shall be selected by the
          Board of Directors, and the Company shall give written notice to
          Indemnified Party advising him of the identity of the Independent
          Counsel so selected.  Indemnified Party may, within seven (7) days
          after receipt of such written notice of selection shall have been
          given, deliver to the Company a written objection to such selection.
          Such objection may be asserted only on the ground that the Independent
          Counsel so selected does not meet the requirements of "Independent
          Counsel" as defined in Section 13 of this Agreement, and the objection
          shall set forth with particularity the factual basis of such
          assertion.  If such written objection is made, the Independent Counsel
          so selected shall be disqualified from acting as such.  If, within
          twenty (20) days after submission by Indemnified Party of a written
          request for indemnification pursuant to Section 6(a) of this
          Agreement, no Independent Counsel shall have been selected, or if
          selected shall have been objected to, in accordance with this Section
          6(c), either the Company or Indemnified Party may petition the Court
          of Chancery of the State of Delaware for the appointment as
          Independent Counsel of a person selected by such court or by such
          other person as such court shall designate, and the person so
          appointed shall act as Independent Counsel under Section 6(b) of this
          Agreement, and the Company shall pay all reasonable fees and expenses
          incident to the procedures of this Section 6(c), regardless of the
          manner in which such Independent Counsel was selected or appointed.

7.   Advancement of Expenses.

     The Company shall advance all reasonable Expenses incurred by or on behalf
     of Indemnified Party in connection with any Proceeding within twenty (20)
     days after the receipt by the Company of a statement or statements from
     Indemnified Party requesting such advance or advances from time to time,
     whether prior to or after final disposition of such Proceeding.
     Indemnified Party shall, and hereby undertakes to, repay any Expenses
     advanced if it shall ultimately be determined that Indemnified Party is not
     entitled to be indemnified against such Expenses.

8.   Presumptions and Effect to Certain Proceedings.

     The termination of any Proceeding described in any of Sections 2, 3, or 4
     of this Agreement, 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 of Indemnified Party to
     indemnification or create a presumption that Indemnified Party did not act
     in good faith and in a manner which he reasonably believed to be in or not
     opposed to the best interests of the Company or, with respect to any
     criminal Proceeding, that Indemnified Party had reasonable cause to believe
     that his conduct was unlawful.

9.   Term of Agreement.

     All agreements and obligations of the Company contained herein commence as 
     of the time the

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     Indemnified Party commenced to serve as a director, officer, employee or
     agent of the Company (or commenced to serve at the request of the Company
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise) and shall continue
     for so long as Indemnified Party shall so serve or shall be, or could
     become, subject to any possible Proceeding in respect of which Indemnified
     Party is granted rights of indemnification or advancement of expenses
     hereunder.

10.  Notification and Defense of Claim.

     Promptly after receipt by Indemnified Party of notice of the commencement
     of any Proceeding, Indemnified Party will, if a claim in respect thereof is
     to be made against the Company under this Agreement, notify the Company of
     the commencement thereof; but the omission to notify the Company will not
     relieve it from any liability which it may have to Indemnified Party
     otherwise than under this Agreement.  With respect to any such Proceeding
     as to which Indemnified Party notifies the Company of the commencement
     thereof:

     (a)  The Company will be entitled to participate therein at its own
          expense.

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

     (c)  The Company shall not be liable to indemnify Indemnified Party under
          this Agreement for any amounts paid in settlement of any Proceeding or
          claim effected without its written consent.  The Company shall not
          settle any Proceeding or claim in any manner which would impose any
          penalty or limitation on Indemnified Party without Indemnified Party's
          written consent.  Neither the Company nor Indemnified Party will
          unreasonably withhold their consent to any proposed settlement.

11.  Enforcement.

     (a)  The Company expressly confirms and agrees that it has entered into
          this Agreement and assumed the obligations imposed on it hereby in
          order to induce Indemnified Party to continue as a director or officer
          of the Company, and acknowledges that Indemnified Party is relying
          upon this Agreement in continuing in such capacity.

     (b)  In the event Indemnified Party is required to bring any action to
          enforce rights or to collect moneys due under this Agreement and is
          successful in such action, the Company shall reimburse

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          Indemnified Party for all of Indemnified Party's reasonable fees and
          expenses in bringing and pursuing such action.

12.  Non-Exclusivity of Rights.

     The rights of indemnification and to receive advancement of Expenses as
     provided by this Agreement shall not be deemed exclusive of any other
     rights to which Indemnified Party may at any time be entitled under
     applicable law, the Certificate of Incorporation, the Bylaws, any
     agreement, a vote of stockholders or a resolution of directors, or
     otherwise.

13.  Definitions.

     For purposes of this Agreement:

     (a)  "Corporate Status" described the status of a person who is or was a
          director, officer, employee, agent or fiduciary of the Company or of
          any other corporation, partnership, joint venture, trust, employee
          benefit plan or other enterprise which such person is or was serving
          at the request of the Company.

     (b)  "Disinterested Director" means a director of the Company who is not
          and was not at any time a party to the Proceeding in respect of which
          indemnification is sought by Indemnified Party.

     (c)  "Expenses" shall include all reasonable attorneys' fees, retainers,
          court costs, transcript costs, fees of experts, witness fees, travel
          expenses, duplicating costs, printing and binding costs, telephone
          charges, postage, delivery service fees, and all other disbursements
          or expenses of the types customarily incurred in connection with
          prosecuting, defending, preparing to prosecute or defend or
          investigation a Proceeding.

     (d)  "Independent Counsel" means a law firm, or a member of a law firm,
          that is experienced in matters of corporation law and neither
          presently is, nor in the past five years has been, retained to
          represent: (i) the Company or Indemnified Party in any matter material
          to either such party or (ii) any other party to the Proceeding giving
          rise to a claim for indemnification hereunder.  Notwithstanding the
          foregoing, the term "Independent Counsel" shall not include any person
          who, under the applicable standards of professional conduct then
          prevailing, would have a conflict of interest in representing either
          the Company or Indemnified Party in an action to determine Indemnified
          Party's rights under this Agreement.

     (e)  "Proceeding" includes any action, suit, arbitration, alternate dispute
          resolution mechanism, investigation, administrative hearing or any
          other proceeding whether civil, criminal administrative or
          investigative.

14.  Separability.

     Each of the provisions of this Agreement is a separate and distinct
     agreement and independent of the others, so that if any provision hereof
     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 hereof.

15.  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.

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     (b)  This Agreement shall be binding upon Indemnified Party and upon the
          Company, its successors and assigns, and shall inure to the benefit of
          Indemnified Party, his heirs, personal representatives and assigns and
          to the benefit of the Company, its successors and assigns.

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


     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.


                                    BANCTEC, INC.


                                    _______________________________
                                    Grahame N. Clark, Jr.
                                    Chairman and Chief Executive Officer


                                    INDEMNIFIED PARTY


                                    _______________________________ 
                                    (Name)

                                    Address:  _______________________________

                                           _______________________________

                                           _______________________________

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