INDEMNITY AGREEMENT

         This Indemnity Agreement (the "Agreement") is made as of the ___ day of
_________, 20____ by and between PrimeHoldings.com, Inc., a Delaware corporation
(the  "Company"),  and the  person  whose  signature  appears at the end of this
Agreement (the "Indemnitee"), an officer and/or director of the Company.

                                    RECITALS

         A. The Indemnitee is currently serving as an officer and/or director of
the Company and in such capacity renders valuable services to the Company.

         B. Both the Company and the Indemnitee  recognize the substantial  risk
of litigation against officers and directors of corporations, and the Indemnitee
has indicated that he or she does not regard the indemnification available under
the Company's  Bylaws as adequate to protect against legal risks associated with
service to the Company and may be unwilling to continue in office in the absence
of greater protection and indemnification.

         C. The Board of Directors of the Company has  determined  that it is in
the best interests of the Company and its  stockholders to induce the Indemnitee
to continue to serve as an officer  and/or  director  and retain the benefits of
his or her  experience  and skill by  entering  into this  Agreement  to provide
protection  from potential  liabilities  which might arise by reason of the fact
that  he or  she  is an  officer  and/or  director  of the  Company  beyond  the
protection afforded by Delaware law and the Company's Bylaws.

                                    AGREEMENT

         In consideration of the continued  services of the Indemnitee and as an
inducement to the Indemnitee to continue to serve as an officer and/or director,
the Company and the Indemnitee do hereby agree as follows:

                                  DEFINITIONS.

As used in this Agreement:

The term "Company' shall include PrimeHoldings.com, Inc., a Delaware corporation
and any wholly-owned subsidiary.

The term "Expenses" includes, without limitation, attorneys' fees, disbursements
and retainers,  accounting and witness fees,  travel and deposition  costs,  any
interest,  assessment or other  charges,  any federal,  state,  local or foreign
taxes imposed as a result of the actual or deemed  receipt of any payments under
this Agreement, any other expense,  liability or loss, any amounts paid or to be
paid  in  settlement  by or  on  behalf  of  Indemnitee,  and  any  expenses  of
establishing  a  right  to  indemnification   (pursuant  to  this  Agreement  or
otherwise), paid or incurred in connection with investigating,  defending, being
a witness in, or participating in, or preparing for any of the foregoing in, any
Proceeding relating to an Indemnifiable Event, including reasonable compensation
for time spent by the Indemnitee in connection with the  investigation,  defense
or appeal of a Proceeding  or of an action for  indemnification  for which he or
she is not  otherwise  compensated  by the  Company  or  any  third  party.  The
Indemnitee shall be deemed to be compensated by the Company or a third party for
time  spent in  connection  with  the  investigation,  defense  or  appeal  of a
Proceeding or an action for Indemnification if, among other things, he or she is
a salaried  employee of the Company or such third party and his or her salary is
not reduced in proportion to the time spent in connection with the Proceeding or
action for  Indemnification.  The term "Expenses" does not include the amount of
judgments,  fines,  penalties or ERISA excise taxes actually  levied against the
Indemnitee.

The term "Indemnifiable  Event" shall include any event or occurrence that takes
place either prior to or after the execution of this  Agreement,  related to the
service of Indemnitee as an officer  and/or  director of the Company,  or his or
her  service at the request of the  Company as a  director,  officer,  employee,
trustee,  agent,  or  fiduciary  of  another  foreign or  domestic  corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise or
related to anything done or not done by Indemnitee in any such capacity, whether
or not  the  basis  of a  Proceeding

<PAGE>

arising in whole or in part from such  Indemnifiable  Event is alleged action in
an official capacity as a director,  officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent of the Company
or at the request of the Company,  as described  above, and whether or not he or
she is  serving in such  capacity  at the time any  liability  or  Expenses  are
incurred for which indemnification or reimbursement is to be provided under this
Agreement.

The term  "Proceeding"  shall include (i) any  threatened,  pending or completed
action,  suit or  proceeding,  whether  brought  in the name of the  Company  or
otherwise and whether of a civil,  criminal,  administrative,  investigative  or
other nature;  and (ii) any inquiry,  hearing or  investigation,  whether or not
conducted by the Company,  that  Indemnitee in good faith believes might lead to
the institution of any such action, suit or proceeding.

AGREEMENT  TO SERVE.  The  Indemnitee  agrees to continue to serve as an officer
and/or  director  of the  Company  at the  will  of the  Company  for so long as
Indemnitee is duly elected or appointed or until such time as Indemnitee tenders
a resignation  in writing;  provided,  however,  that nothing in this  Agreement
shall  be  construed  as  providing  the   Indemnitee  any  right  to  continued
employment.

INDEMNIFICATION  IN THIRD  PARTY  ACTIONS.  In  connection  with any  Proceeding
arising in whole or in part from an Indemnifiable Event (other than a Proceeding
by or in the name of the  Company  to  procure a  judgment  in its  favor),  the
Company shall  indemnify the Indemnitee  against all Expenses and all judgments,
fines,  penalties and ERISA excise taxes actually and reasonably incurred by the
Indemnitee in connection with such  Proceeding,  to the fullest extent permitted
by Delaware  law. The Company shall also  cooperate  fully with  Indemnitee  and
render such  assistance as Indemnitee may  reasonably  require in the defense of
any Proceeding in which Indemnitee was or is a party or is threatened to be made
a party,  and shall make  available  to  Indemnitee  and his or her  counsel all
information and documents reasonably available to it which relate to the subject
of any such Proceeding.

INDEMNIFICATION  IN  PROCEEDINGS  BY OR IN  THE  NAME  OF  THE  COMPANY.  In any
Proceeding  by or in the name of the  Company to procure a judgment in its favor
arising  in whole or in part from an  Indemnifiable  Event,  the  Company  shall
indemnify the Indemnitee  against all Expenses actually and reasonably  incurred
by  Indemnitee  in  connection  with  such  Proceeding,  to the  fullest  extent
permitted by Delaware law.

CONCLUSIVE  PRESUMPTION  REGARDING STANDARD OF CONDUCT.  The Indemnitee shall be
conclusively  presumed to have met the relevant  standards of conduct as defined
by  Delaware  law for  indemnification  pursuant  to this  Agreement,  unless  a
determination  is made that the Indemnitee has not met such standards by (i) the
Board of  Directors  of the  Company  by a  majority  vote of a  quorum  thereof
consisting  of  directors  who were not  parties  to such  Proceeding,  (ii) the
stockholders  of the Company by majority vote, or (iii) in a written  opinion by
independent legal counsel, selection of whom has been approved by the Indemnitee
in writing.

INDEMNIFICATION  OF  EXPENSES OF  SUCCESSFUL  PARTY.  Notwithstanding  any other
provisions  of this  Agreement,  to the  extent  that  the  Indemnitee  has been
successful  in defense of any  Proceeding  or in defense of any claim,  issue or
matter  therein,  on the  merits or  otherwise,  including  the  dismissal  of a
Proceeding  without prejudice,  the Indemnitee shall be indemnified  against all
Expenses  incurred in connection  therewith to the fullest  extent  permitted by
Delaware law.

ADVANCES OF EXPENSES.  The Expenses incurred by the Indemnitee in any Proceeding
shall be paid promptly by the Company in advance of the final disposition of the
Proceeding  at the  written  request of the  Indemnitee  to the  fullest  extent
permitted by Delaware  law;  provided that if Delaware law in effect at the time
so requires,  the Indemnitee  shall undertake in writing to repay such amount to
the extent that it is ultimately  determined that the Indemnitee is not entitled
to indemnification.

PARTIAL  INDEMNIFICATION.  If the  Indemnitee is entitled under any provision of
this  Agreement to  indemnification  by the Company for some or a portion of the
Expenses,  judgments,  fines,  penalties  or ERISA  excise  taxes  actually  and
reasonably  incurred by  Indemnitee  in the  investigation,  defense,  appeal or
settlement of any Proceeding but not, however, for the total amount thereof, the
Company  shall  nevertheless  indemnify the  Indemnitee  for the portion of such
Expenses,  judgments,  fines,  penalties  or ERISA  excise  taxes  to which  the
Indemnitee is entitled.

<PAGE>

      INDEMNIFICATION PROCEDURE; DETERMINATION OF RIGHT TO INDEMNIFICATION.

Promptly  after receipt by the Indemnitee of notice of the  commencement  of any
Proceeding,  the  Indemnitee  will, if a claim in respect  thereof is to be made
against the Company under this Agreement, notify the Company of the commencement
thereof.

If a claim under this  Agreement  is not paid by the  Company  within 30 days of
receipt of written  notice,  the right to  indemnification  as  provided by this
Agreement  shall be  enforceable  by the  Indemnitee  in any court of  competent
jurisdiction.  It shall be a defense to any such  action  (other  than an action
brought to enforce a claim for Expenses  incurred in defending any Proceeding in
advance  of its final  disposition  where the  required  undertaking,  if any is
required,  has been tendered to the Company) that the  Indemnitee  has failed to
meet a standard of conduct which makes it permissible under Delaware law for the
Company  to  indemnity  the  Indemnitee  for the amount  claimed.  The burden of
proving by clear and convincing  evidence that  indemnification  or advances are
not appropriate shall be on the Company. Neither the failure of the directors or
stockholders  of the  Company  or  independent  legal  counsel  to  have  made a
determination  prior to the commencement of such action that  indemnification or
advances  are proper in the  circumstances  because the  Indemnitee  has met the
applicable standard of conduct,  nor an actual determination by the directors or
stockholders of the Company or independent legal counsel that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable  standard of
conduct.

The Indemnitee's  Expenses incurred in connection with any Proceeding concerning
Indemnitee's  right to  indemnification or advances in whole or in part pursuant
to this Agreement  shall also be  indemnified  by the Company  regardless of the
outcome of such Proceeding,  unless a court of competent jurisdiction determines
that each of the material  assertions  made by the Indemnitee in such Proceeding
was not made in good faith or was frivolous.

With respect to any  Proceeding  for which  indemnification  is  requested,  the
Company will be entitled to participate  therein at its own expense and,  except
as otherwise  provided  below,  to the extent that it may wish,  the Company may
assume the defense thereof,  with counsel satisfactory to the Indemnitee.  After
notice from the Company to the  Indemnitee of its election to assume the defense
of a  Proceeding,  the Company 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 cooperate
fully with the Company and render such  assistance as the Company may reasonably
require in the Company's  participation  in any such  Proceeding  and shall make
available  to  the  Company  and  its  counsel  all  information  and  documents
reasonably  available  to  Indemnitee  which  relate  to  the  subject  of  such
Proceeding.  The Company shall not be liable to indemnify the  Indemnitee  under
this  Agreement with regard to any judicial award if the Company was not given a
reasonable and timely opportunity, at its expense. to participate in the defense
of such  action;  the  Company's  liability  hereunder  shall not be  excused if
participation in the Proceeding by the Company was barred. The Company shall not
settle any Proceeding in any manner which would impose any penalty or limitation
on the Indemnitee without the Indemnitee's prior written consent. The Indemnitee
shall  have the  right to employ  counsel  in any  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 the  Indemnitee,
unless (i) the employment of counsel by the  Indemnitee  has been  authorized by
the Company,  (ii) the Indemnitee shall have reasonably concluded that there may
be a conflict of interest  between the Company and the Indemnitee in the conduct
of the  defense of a  Proceeding,  or (iii) the  Company  shall not in fact have
employed  counsel to assume the defense of a Proceeding,  in each of which cases
the fees and expenses of the Indemnitee's 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 the Indemnitee
has made the  conclusion  that there may be a conflict of  interest  between the
Company and the Indemnitee.

                         LIMITATIONS ON INDEMNIFICATION.

No payments pursuant to this Agreement shall be made by the Company:

To indemnify or advance  Expenses to the Indemnitee  with respect to Proceedings
initiated or brought  voluntarily  by

<PAGE>

the  Indemnitee  and not by way of defense,  except with respect to  Proceedings
brought to establish or enforce a right to indemnification  under this Agreement
or any other  Statute or law or otherwise as required  under  Delaware  law, but
such  Indemnification  or advancement of Expenses may be provided by the Company
in  specific  cases  if a  majority  of the  Board of  Directors  finds it to be
appropriate;

To indemnify the Indemnitee  for any Expenses,  judgments,  fines,  penalties or
ERISA  excise  taxes for which the  Indemnitee  is  indemnified  by the  Company
otherwise than pursuant to this Agreement;

To  indemnify  the  Indemnitee  under this  Agreement  for any  amounts  paid in
settlement of any Proceeding  effected  without the Company's  written  consent;
however, the Company will not unreasonably  withhold its consent to any proposed
settlement;

To indemnify the Indemnitee  for any Expenses,  judgments,  fines,  penalties or
ERISA excise taxes for which payment is actually made to the Indemnitee  under a
valid and collectible  insurance policy,  except in respect of any excess beyond
the amount of payment under such insurance;

To indemnify  the  Indemnitee  for any Expenses,  judgments,  fines or penalties
sustained in any  Proceeding for an accounting of profits made from the purchase
or sale by Indemnitee of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities  Exchange Act of 1934, the rules and regulations
promulgated  thereunder  and  amendments  thereto or similar  provisions  of any
federal, state or local statutory law;

To indemnify the Indemnitee against any Expenses, judgments, fines, penalties or
ERISA  excise taxes based upon or  attributable  to the  Indemnitee  having been
finally  adjudged to have gained any personal profit or advantage to which he or
she was not legally entitled;

To indemnify the Indemnitee  for any Expenses,  judgments,  fines,  penalties or
ERISA excise taxes resulting from Indemnitee's conduct which is finally adjudged
to have been willful misconduct, knowingly fraudulent, deliberately dishonest or
in violation of Indemnitee's duty of loyalty to the Company; or

If  a  court  of  competent   jurisdiction  shall  finally  determine  that  any
indemnification hereunder is unlawful.

                       MAINTENANCE OF LIABILITY INSURANCE.

The Company hereby  covenants and agrees that, as long as the  Indemnitee  shall
continue to serve as an officer and/or director of the Company and thereafter so
long as the Indemnitee shall be subject to any possible Proceeding, the Company,
subject to subsection  (c), shall promptly obtain and maintain in full force and
effect  directors'  and  officers'  liability  insurance  ("D&O  Insurance")  in
reasonable amounts from established and reputable insurers.

In all D&O Insurance  policies,  the Indemnitee  shall be named as an insured in
such a manner as to provide the  Indemnitee  the same rights and benefits as are
accorded to the most favorably insured of the Company's officers or directors.

Notwithstanding the foregoing, the Company shall have no obligation to obtain or
maintain  D&O  Insurance  if the  Company  determines  in good  faith  that such
insurance is not reasonably available,  the premium costs for such insurance are
disproportionate to the amount of coverage provided, or the coverage provided by
such  insurance  is so limited by  exclusions  that it provides an  insufficient
benefit.

INDEMNIFICATION  HEREUNDER NOT EXCLUSIVE.  The indemnification  provided by this
Agreement shall not be deemed to limit or preclude any other rights to which the
Indemnitee may be entitled under the Certificate of  Incorporation,  the Bylaws,
any agreement,  any vote of stockholders or  disinterested  directors,  Delaware
law, or otherwise, both as to action in Indemnitee's official capacity and as to
action in another capacity on behalf of the Company while holding such office.

SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall inure to
the benefit of, the Indemnitee and Indemnitee's heirs, personal  representatives
and assigns, and the Company and its successors and assigns.

<PAGE>

SEPARABILITY.  Each  provision  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. To the extent required.  any provision of this Agreement may
be modified by a court of competent jurisdiction to preserve its validity and to
provide the  Indemnitee  with the broadest  possible  indemnification  permitted
under Delaware law.

SAVINGS  CLAUSE.  If this  Agreement or any portion hereof be invalidated on any
ground  by  any  court  of  competent  jurisdiction,   then  the  Company  shall
nevertheless indemnify Indemnitee as to Expenses, judgments, fines, penalties or
ERISA excise taxes with respect to any  Proceeding to the full extent  permitted
by any applicable portion of this Agreement that shall not have been invalidated
or by any  applicable  provision  of the law of Delaware or the law of any other
jurisdiction.

INTERPRETATION;  GOVERNING LAW. This Agreement shall be construed as a whole and
in accordance with its fair meaning. Headings are for convenience only and shall
not be  used in  construing  meaning.  This  Agreement  shall  be  governed  and
interpreted in accordance with the laws of the State of Delaware.

AMENDMENTS. No amendment, waiver,  modification,  termination or cancellation of
this Agreement shall be effective  unless in writing signed by the party against
whom  enforcement  is  sought.  The  Indemnification   rights  afforded  to  the
Indemnitee  hereby are contract rights and may not be diminished,  eliminated or
otherwise affected by amendments to the Company's  Certificate of Incorporation,
Bylaws or agreements including D&O Insurance policies.

COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become  effective
when one or more  counterparts  have been signed by each party and  delivered to
the other.

NOTICES.  Any notice required to be given under this Agreement shall be directed
to the Company at 6955 Union Park Center, Suite 390, Midvale,  Utah 84047 and to
Indemnitee  at the address  specified  below or to such other  address as either
shall designate in writing.

SUBJECT  MATTER.  The  intended  purpose of this  Agreement  is to  provide  for
Indemnification,  and this  Agreement is not intended to affect any other aspect
of any relationship between the Indemnitee and the Company.

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

PRIMEHOLDINGS.COM, INC., by:         INDEMNITEE


------------------------------       -------------------------------------------
Thomas E. Aliprandi                  Signature
Its President

                                     -------------------------------------------
                                     Printed Name

                                     -------------------------------------------
                                     Address

                                     -------------------------------------------
                                     City, State ZIP