KBS TECHNOLOGIES, INC.
                   OFFICER/DIRECTOR INDEMNIFICATION AGREEMENT

         THIS  AGREEMENT  ("Agreement")  is entered into and effective this 11th
day of February,  2000, by and between KBS  TECHNOLOGIES,  INC., an Oklahoma KBS
("KBS"), and Kipp Slicker ("Indemnified Party").

         WHEREAS,  the Board of Directors has determined  that it is in the best
interest of the KBS and its shareholders to agree to indemnify Indemnified Party
(who is a Director and/or Officer of KBS) from and against  certain  liabilities
for actions taken by the  Indemnified  Party during the performance of tasks for
KBS.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1.  Indemnification.  KBS hereby  agrees to indemnify and hold harmless
Indemnified  Party to the maximum  extent  possible  under all  applicable  laws
against any and all claims,  demands,  debts,  duties,  liabilities,  judgments,
fines and amounts paid in settlement and expenses (including attorneys' fees and
expenses)  actually and reasonably  incurred by Indemnified  Party in connection
with the investigation, defense, negotiation and settlement of any such claim or
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (including  an action by or in the
right of KBS) to which Indemnified Party is or becomes a party, or is threatened
to be made a party, by reason of the fact that  Indemnified  Party is an officer
or a director of KBS or any of its subsidiaries.

         2.    Limitations on Indemnity.  No indemnity pursuant to this
Agreement shall be made by KBS:

                  (a)      For the amount of such losses for which the
Indemnified  Party  is  indemnified  pursuant  to any  insurance  purchased  and
maintained by KBS; or

                  (b) In respect to remuneration paid to Indemnified Party if it
shall be determined by a final  judgment or other final  adjudication  that such
remuneration was in violation of law; or

                  (c) On  account  of any suit in  which  judgment  is  rendered
against  Indemnified Party for an accounting of profits made (i) for an improper
personal  profit  without  full  and  fair  disclosure  to KBS  of all  material
conflicts  of  interest   and  not  approved   thereof  by  a  majority  of  the
disinterested  members  of the  Board  of  Directors  of KBS;  or (ii)  from the
purchase  or sale by  Indemnified  Party of  securities  of KBS  pursuant to the
provisions  of  Section  16(b)  of  the  Securities  Exchange  Act of  1934  and
amendments thereto or similar provisions of any federal, state or local law; or


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                  (d) On account of Indemnified Party's conduct which is finally
determined  to  have  been  knowingly  fraudulent,   deliberately  dishonest  or
willfully in violation of applicable law for which KBS suffered actual financial
damages; or
                  (e) If a final decision by a court having  jurisdiction in the
matter shall determine that such indemnification is not lawful.

         3.  Continuation  of Indemnity.  All agreements and  obligations of KBS
contained  herein  shall  continue  during  the period  Indemnified  Party is an
officer or director of KBS or a subsidiary and thereafter so long as Indemnified
Party 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  Indemnified  Party was an officer or a director  of KBS or any
subsidiary.

         4.  Notification and Defense of Claim.  Within 30 days after receipt by
Indemnified Party of notice of any claim or any threatened, pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  in  which  Indemnified  Party  has a  right  to  Indemnification
hereunder,  Indemnified Party will notify KBS of the commencement  thereof. With
respect to any such action,  suit or  proceeding as to which  Indemnified  Party
notifies KBS of the commencement thereof:

                  (a)      KBS will be entitled to participate therein at its
own expense; and

                  (b) Except as otherwise  provided below, to the extent that it
may wish,  KBS  jointly  with any other  indemnifying  party will be entitled to
assume the defense  thereof,  with counsel  satisfactory  to Indemnified  Party.
After notice from KBS to Indemnified Party of its election to assume the defense
thereof,  KBS 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 action,  suit or  proceeding,  but the fees and expenses of such
counsel  incurred after notice from KBS 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 KBS, (ii) Indemnified Party
shall have reasonably concluded that there may be a conflict of interest between
KBS and  Indemnified  Party in the conduct of the defense of such action,  (iii)
KBS 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 shall be at the
expense of KBS,  or (iv) unless the  Indemnified  Party  reasonably  and in good
faith  asserts  defenses  and theories of defense not asserted by KBS. KBS shall
not be entitled to assume the defense of any action,  suit or proceeding brought
by or on behalf
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of KBS or as to which  Indemnified  Party  shall have  made the conclusion
provided for in (ii) or (iv) above.

                  (c) Either party may settle any matter, without the consent of
the other, but in such event, the  indemnification  provided for herein shall be
of no force or effect with respect to such  settlement.  KBS shall not be liable
to  indemnify  Indemnified  Party under this  Agreement  for any amounts paid in
settlement of any action or claim  effected  without the KBS's written  consent.
KBS shall not settle any action or claim in any manner  which  would  impose any
penalty or limitation on Indemnified Party without  Indemnified  Party's written
consent.  Neither KBS or  Indemnified  Party will  unreasonably  withhold  their
consent to any proposed settlement.

         5.  Repayment of Expenses.  Indemnified  Party agrees that  Indemnified
Party will  reimburse KBS for all  reasonable  expenses paid by KBS in defending
any civil or criminal action,  suit or proceeding  against  Indemnified Party in
the event and only to the extent that  Indemnified  Party is finally  determined
that  Indemnified  Party  is not  entitled  to be  indemnified  by KBS for  such
expenses under the KBS's charter or bylaws,  this Agreement or under  applicable
law.

         6.       Enforcement.


                  (a)      KBS expressly confirms and agrees that it has entered
                           into  this  Agreement  and  assumed  the  obligations
                           imposed on KBS hereby in order to induce  Indemnified
                           Party to serve as an officer  and/or  director of KBS
                           or any  subsidiary  thereof,  and  acknowledges  that
                           Indemnified  Party is relying upon this  Agreement as
                           part of the consideration for so acting.

                  (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, KBS shall reimburse Indemnified Party for all
                           of  Indemnified  Party's  reasonable  attorneys'  and
                           other fees and  expenses in bringing and pursing such
                           action.

         7.       Severability.  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.

         8.       Governing Law; Binding Effect; Amendment and Termination.

                  (a)      This Agreement shall be interpreted and enforced in
 accordance with the laws of the State of Oklahoma.


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                  (b) This Agreement shall be binding upon Indemnified Party and
upon the KBS,  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 KBS, its successors and assigns.

                  (c) No amendment, modification,  termination or change of this
Agreement shall be effective unless it is signed by both parties hereto.

         9.       Additional Rights.  This Agreement is in addition to, and not
in lieu of,  any  other  right to  indemnification  under  the  KBS's  corporate
charter, bylaws, insurance contracts or otherwise at law or in equity.

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

                                                     KBS TECHNOLOGIES, INC.


                                                     By: /s/ Kipp Slicker
                                                     Kipp Slicker, President


                                                     Indemnified Party:


                                                     /s/ Kipp Slicker

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