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                                                                    EXHIBIT 10.2


                            INDEMNIFICATION AGREEMENT


        This Indemnification Agreement is made as of ____________, 2000, by and
among EPS Solutions Corporation, a Delaware corporation (the "COMPANY"), and
_____________ ("INDEMNITEE"), a director and/or an officer of the Company.

        A. The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify them so as to provide them with the maximum
protection permitted by law.

        B. The protection available from any insurance that the Company may
carry may not be adequate and Indemnitee may not be willing to serve as a
director and/or an officer without adequate protection.

        The Company and Indemnitee hereby agree as follows:

        1. DEFINITIONS. The following terms, as used herein, have the following
meaning:

           1.1 "AFFILIATE" means, with respect to any Person, any other Person
which, directly or indirectly, controls, is controlled by, or is under common
control with such Person or any Affiliate of such Person. Without limiting the
foregoing, (i) an Affiliate of any corporation includes any officer, director or
owner of 10% or more of the voting power or equity interests of such
corporation, or (ii) an Affiliate of any individual includes any partner or
immediate family member of such individual or the estate of such individual, and
(iii) an Affiliate of any partnership, limited liability company, trust or joint
venture includes any partner, member, trustee or co-venturer of such
partnership, limited liability company, trust or joint venture, or any
beneficiary or owner having 10% or more interest in the equity, property or
profits or 10% or more of the voting power of such partnership, trust or joint
venture.

           1.2 "AGREEMENT" means this Indemnification Agreement, as the same may
be amended from time to time hereafter.

           1.3 "CHANGE IN CONTROL" means, and will be deemed to have occurred
if:

               (A) Any person, entity or group within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of fifty percent (50%) or more of either the
then outstanding shares of common stock of the Company or the combined voting
power or economic rights of the outstanding equity securities of the Company
entitled to vote generally in the election of directors, provided that, for
these purposes, any shares owned beneficially by Excluded Persons will not be
counted toward such 50% threshold. "EXCLUDED PERSONS" means any employee benefit
plan of the Company or its subsidiaries that acquires beneficial ownership of
voting securities of the Company, or any


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underwriter or underwriting syndicate acquiring shares of the Company's stock in
connection with a public offering thereof; or

               (B) Individuals who, as of the effective date hereof, constitute
the Board of the Company (the "INCUMBENT BOARD OF DIRECTORS") cease for any
reason to constitute at least a majority of the Board of the Company, provided
that any individual who becomes a director after the Effective Date whose
election, or nomination for election by stockholders, is approved by a vote of
at least a majority of the directors then comprising the Incumbent Board of
Directors shall be considered to be a member of the Incumbent Board of Directors
unless that individual was nominated or elected by any person, entity or group
(as defined above) (other than any Excluded Person or Excluded Persons) having
the power to exercise, through beneficial ownership, voting agreement and/or
proxy, thirty percent (30%) or more of either the outstanding shares of common
stock of the Company or the combined voting power of the outstanding securities
of the Company entitled to vote generally in the election of directors, in which
case that individual shall not be considered to be a member of the Incumbent
Board of Directors unless such individual's election or nomination for election
by the Company's shareholders is approved by a vote of at least two-thirds of
the directors then comprising the Incumbent Board of Directors.

           1.4 "PERSON" means any individual, partnership, limited liability
company, corporation, joint venture, trust, estate, or other entity.

           1.5 "REVIEWING PARTY" means any person or persons appointed by the
Company or its board to review the appropriateness of any provision of indemnity
to Indemnitee.

           1.6 "SUBSIDIARY" of an entity means any other entity of which more
than 50% of the voting power and/or equity interest is owned, directly or
indirectly, by such first entity.

        2. INDEMNIFICATION.

           2.1 Third Party Proceedings. The Company shall indemnify Indemnitee
if Indemnitee is or was a party or witness or other participant in, or is
threatened to be made a party or witness or other participant in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than action by or in the right
of the Company or any Subsidiary of the Company) by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the Company or
any Subsidiary of the Company, or by reason of the fact that Indemnitee is or
was serving at the request of the Company or any Subsidiary of the Company as a
director, officer, employee or agent of another Person, and/or by reason of any
action or inaction on the part of Indemnitee while acting in Indemnitee's
capacity as a director, officer, employee or agent of the Company or any
Subsidiary of the Company or any other Person at the request of the Company or
any Subsidiary of the Company, against expenses actually and reasonably incurred
by Indemnitee (including without limitation attorneys' and experts' fees and
costs), and all liabilities, losses, judgments, fines, penalties, and taxes
actually incurred by Indemnitee, and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be
unreasonably withheld) by Indemnitee, in connection with such action, suit,
proceeding, settlement, or adjudication or appeal thereof, if


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Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company (or, in the case of
actions or omissions involving an employee benefit plan of the Company or any of
its Subsidiaries, in the best interests of the participants and beneficiaries of
such plan), and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful.

           2.2 Proceedings by or in the Right of the Company. The Company shall
indemnify Indemnitee if Indemnitee is or was a party or witness or other
participant in, or is threatened to be made a party or witness or other
participant in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative, by or in the right of
the Company or any Subsidiary to procure a judgment in its favor by reason of
the fact that Indemnitee is or was a director, officer, employee or agent of the
Company or any Subsidiary of the Company, or by reason of the fact that
Indemnitee is or was serving at the request of the Company or any Subsidiary of
the Company as a director, officer, employee or agent of another Person, and/or
by reason of any action or inaction on the part of Indemnitee while acting in
Indemnitee's capacity as a director or an officer, employee or agent of the
Company or a Subsidiary of the Company or any other Person at the request of the
Company or any Subsidiary of the Company, against all expenses (including
without limitation attorneys' and experts' fees and costs), actually and
reasonably incurred by Indemnitee in connection with the defense or settlement
of such action, suit, proceeding, if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company and its stockholders.

           2.3 Advancement of Expenses. The Company shall, at Indemnitee's
discretion, pay directly or advance to Indemnitee all expenses incurred by
Indemnitee in connection with (a) the investigation, defense, settlement or
appeal of any action, suit or proceeding referenced in Section 2.1 or 2.2 hereof
or for which Indemnitee is entitled to indemnity under the Company's Certificate
of Incorporation or bylaws or applicable law; (b) any action brought by
Indemnitee for indemnification or payment of expenses by the Company under this
Agreement or the Company's Certificate of Incorporation or bylaws or applicable
law; or (c) recovery under any directors' and officers' liability insurance
policies maintained by the Company, regardless of whether Indemnitee is
ultimately determined to be entitled to such indemnification, advance expense
payment, or insurance recovery, as the case may be. Indemnitee hereby undertakes
to repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined that Indemnitee is not entitled to be indemnified by
the Company as authorized hereby or that such indemnification is not otherwise
permitted by applicable law. The advances to be made hereunder shall be paid by
the Company to Indemnitee within ten (10) days following delivery of a written
request therefor by Indemnitee to the Company.

           2.4 Mandatory Payment of Expenses. Notwithstanding anything in this
Agreement to the contrary, to the extent that Indemnitee has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 2.1 or 2.2 or the defense of any claim, issue or matter therein,
including without limitation dismissal without prejudice, Indemnitee shall be
indemnified against expenses (including without limitation



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attorneys' and experts' fees and costs) actually and reasonably incurred by
Indemnitee in connection therewith.

           2.5 Enforcing the Agreement. If Indemnitee properly makes a claim for
indemnification or an advance of expenses which is payable pursuant to the terms
of this Agreement, and that claim is not paid by the Company, or on its behalf,
within ten days after a written claim has been received by the Company, the
Indemnitee may at any time thereafter bring an action against the Company to
recover the unpaid amount of the claim and if successful in whole or in part,
the Indemnitee shall be entitled to be paid also all expenses actually and
reasonably incurred in connection with prosecuting such claim.

           2.6 Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to bring
suit to enforce such rights.

        3. EXPENSES; INDEMNIFICATION PROCEDURE.

           3.1 Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to Indemnitee's right to be indemnified under this
Agreement, give the Company notice in the manner set forth in Section 7.2 as
soon as practicable of any claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. In addition,
Indemnitee shall give the Company such information and cooperation (not
involving direct expenditures or payments by Indemnitee) as it may reasonably
require and as shall be within Indemnitee's power.

           3.2 Notice to Insurers. At the time of the receipt of a notice of a
claim pursuant to Section 3.1 hereof, the Company shall give prompt notice of
such action, suit or proceeding to any insurers under applicable policies of
insurance in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable actions
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable
as a result of such proceeding in accordance with the terms of such policies.

           3.3 Selection of Counsel. If the Company is obligated hereunder to
pay the expenses of any proceeding against Indemnitee, the Company shall be
entitled to assume the defense of such proceeding, with counsel approved by
Indemnitee in Indemnitee's discretion, upon the delivery to Indemnitee of
written notice of its election so to do. After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of any separate counsel subsequently incurred by Indemnitee with respect to the
same proceeding, except that if (i) the employment of separate counsel by
Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall
have reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of any such defense, or (iii) the Company
shall not, in fact, have employed counsel to assume the defense of such
proceeding, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the



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Company (subject to the provisions of this Agreement). Nothing herein will
prohibit Indemnitee from engaging separate counsel at Indemnitee's expense.

           3.4 Burden of Proof. In connection with any determination, by a
Reviewing Party or otherwise, as to whether Indemnitee is entitled to be
indemnified hereunder the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.

           3.5 No Presumptions. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in the best interests of the Company or that Indemnitee had
reasonable cause to believe that Indemnitee's conduct was unlawful. In addition,
neither the failure of the Reviewing Party to have made a determination as to
whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by a Reviewing Party that
Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable
law shall be a defense to Indemnitee's claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any
particular belief.

        4. ADDITIONAL INDEMNIFICATION RIGHTS; SCOPE; NON-EXCLUSIVITY.

           4.1 Application. This Agreement shall be deemed applicable to all
actual or alleged actions or omissions by Indemnitee during any and all periods
of time (whether before or after the date hereof) that Indemnitee was, is, or
shall be serving as a director or officer of the Company or a Subsidiary of the
Company or, at the request of the Company or a Subsidiary of the Company as a
director, officer, employee or agent of another Person.

           4.2 Scope. The Company shall indemnify Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company's
Certificate of Incorporation, the Company's Bylaws or by statute. In the event
of any changes, after the date of this Agreement, in any applicable law,
statute, or rule which expand the right of a Delaware corporation to indemnify a
director or officer, such changes shall be within the purview of Indemnitee's
rights and the Company's obligations under this Agreement. In the event of any
change in any applicable law, statute, or rule which narrows the right of a
Delaware corporation to indemnify a director or officer, such changes, except to
the extent 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.

           4.3 Non-Exclusivity. The indemnification provided by this Agreement
shall be in addition to any other rights Indemnitee may have under the Company's
Certificate of Incorporation, its bylaws, any agreement, any vote of
stockholders or disinterested directors, the applicable law, or otherwise. The
indemnification provided under this Agreement shall continue as to Indemnitee
for actions or omissions occurring while serving in an indemnified capacity



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even though Indemnitee may have ceased to serve in such capacity, or may have
ceased to be employed, at the time of any action, suit or other covered
proceeding.

           4.4 Legal Limits. Notwithstanding anything herein to the contrary,
Indemnitee is not entitled pursuant to this Agreement to any indemnity or
payment of expenses not permitted under applicable law, and the Company shall
comply with all procedures required under applicable law to determine the
permissibility under applicable law of payments to Indemnitee hereunder.

           4.5 Partial Indemnification. If Indemnitee is entitled under this
Agreement only to partial indemnification, but not to the total amount of
expenses, liabilities, losses, judgments, fines, and amounts paid in settlement,
the Company shall nevertheless indemnify Indemnitee for that portion to which
Indemnitee is entitled.

           4.6 Period of Limitations. No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action such
shorter period shall govern.

           4.7 Change in Control. If there is a Change in Control of the Company
(other than a Change in Control which has been approved by a majority of the
Company's Board of Directors who were directors immediately prior to such Change
in Control) then with respect to all matters thereafter arising concerning the
rights of Indemnitee to payments under this Agreement or the Company's
Certificate of Incorporation or bylaws or applicable law, the Company shall seek
legal advice and any determination whether indemnification is proper in the
circumstances only from, and any Reviewing Party shall only be, legal counsel
that has not provided services to Indemnitee or the Company or any Affiliate of
either of them within the previous two years, selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld).
Such counsel, among other things, shall render its written opinion to the
Company and Indemnitee as to whether and to what extent the Indemnitee would be
permitted to be indemnified under applicable law. The Company agrees to pay the
reasonable fees of the legal counsel referred to above and to indemnify fully
such counsel against any and all expenses (including attorneys' fees), claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.

           4.8 Operating Company Indemnification. If Enterprise Profit Solutions
Corporation (the "OPERATING COMPANY") is obligated to indemnify Indemnitee
pursuant to an Indemnification Agreement, or the Operating Company's Certificate
of Incorporation or bylaws, or applicable law, the Company will be jointly and
severally liable with the Operating Company to perform all such indemnity
obligations of the Operating Company.

        5. LIABILITY INSURANCE. The Company shall, from time to time, make a
good faith determination whether or not it is practicable for the Company to
obtain and maintain



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a policy or policies of insurance providing directors and officers with coverage
for losses from errors or omissions, and to insure the Company's performance of
its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. In all such policies
of liability insurance, Indemnitee shall be named as an insured and covered in
such a manner as to provide Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company's directors and officers.
Notwithstanding the foregoing, the Company shall have no obligation to obtain or
maintain such insurance if the Company determines in good faith that such
insurance is not reasonably available, if the premium costs for such insurance
are disproportionate to the amount of coverage provided, if the coverage
provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a parent or Subsidiary of the Company.

        6. EXCEPTIONS. Notwithstanding anything to the contrary in this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement for the following:

           (a) Claims Initiated by Indemnitee. To indemnify or advance expenses
to Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim
unless said proceedings or claims were authorized by the board of directors of
the Company.

           (b) Improper Personal Benefit. To indemnify Indemnitee against
liability for any transactions from which Indemnitee, or any Affiliate of
Indemnitee, derived an improper personal benefit, including, but not limited to,
self-dealing or usurpation of a corporate opportunity.

           (c) Dishonesty. To indemnify Indemnitee if a judgment or other final
adjudication adverse to Indemnitee establishes that Indemnitee committed acts of
deliberate dishonesty, fraud, or illegality, which acts were material to the
cause of action so adjudicated.

           (d) Insured Claims; Paid Claims. To indemnify Indemnitee for expenses
or liabilities of any type whatsoever (including but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to Indemnitee (i) by an insurance carrier under a policy
of liability insurance maintained by the Company, or (ii) otherwise by any other
means.

           (e) Claims Under Section 16(b). To indemnify Indemnitee for an
accounting of profits in fact realized from the purchase and sale of securities
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as
amended, or any similar successor statute.

        7. MISCELLANEOUS.

           7.1 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns, including without limitation any direct or
indirect successor by purchase, merger,



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consolidation, or otherwise to all or substantially all of the business and/or
assets the Company, spouses, heirs, executors, legal representatives and
assigns. Notwithstanding the foregoing, the Indemnitee shall have no right or
power to voluntarily assign or transfer any rights granted to Indemnitee, or
obligations imposed upon the Company, by or pursuant to this Agreement. Further,
the rights of the Indemnitee hereunder shall in no event accrue to the benefit
of, or be enforceable by, any judgment creditor or other involuntary transferee
of the Indemnitee.

           7.2 Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (a) if
mailed by domestic certified or registered mail with postage prepaid, properly
addressed to the parties at the addresses set forth below, or to such other
address as may be furnished in writing to Indemnitee by the Company or to the
Company by Indemnitee, as the case may be, on the third business day after the
date postmarked, or (b) otherwise notice shall be deemed received when such
notice is actually received by the party to whom it is directed.

           If to Indemnitee:           To the address set forth below the
                                       signature line of Indemnitee on the
                                       signature page hereof.

           If to Company:              EPS Solutions Corporation
                                       695 Town Center Drive, Suite 700
                                       Costa Mesa, CA 92626
                                       Attention: General Counsel

           7.3 Choice of Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware, as applied to
contracts made and to be performed in Delaware without giving effect to
conflicts of laws principles.

           7.4 Severability. The provisions of this Agreement shall be
severable. If this Agreement or any portion hereof shall be invalidated or held
unenforceable in any respect on any ground by any court of competent
jurisdiction, the Company shall nevertheless indemnify Indemnitee to the full
extent permitted by any applicable portion of this Agreement that shall not have
been invalidated or held unenforceable, and the balance of this Agreement not so
invalidated in that jurisdiction, and this entire Agreement in other
jurisdictions in which no part of this Agreement has been invalidated or held
unenforceable, shall be enforceable in accordance with its terms.

           7.5 Amendments, Etc. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.




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           7.6 Arbitration.

           (a) (i) Any controversy or claim arising out of or relating to this
Agreement shall be solely and finally settled by arbitration in Orange County,
California administered by the American Arbitration Association (the "AAA") in
accordance with its Commercial Arbitration Rules as then in effect (the
"RULES"), except to the extent such Rules vary from the following provisions.
Notwithstanding the previous sentence, the parties hereto may seek provisional
remedies in courts of appropriate jurisdiction and such request shall not be
deemed a waiver of the right to compel arbitration of a dispute hereunder.

               (ii) If any controversy or claim arising out of or relating to
this Agreement also arises out of or relates to the employment of Indemnitee by
the Company or any of its Subsidiaries, the provisions of this Agreement
governing dispute resolution shall govern resolution of such controversy or
claim, but if such controversy or claim also involves material issues arising
under any stock purchase agreement between Indemnitee and EPS Solutions
Corporation, the arbitration provisions of that stock purchase agreement will
govern resolution of such controversy or claim.

               (iii) The arbitration shall be conducted by one independent and
impartial arbitrator, appointed by the AAA; provided however, if the claim and
any counterclaim, in the aggregate, together with other arbitrations that are
consolidated pursuant to subpart (c) below, exceed Five Hundred Thousand Dollars
($500,000) (the "THRESHOLD"), exclusive of interest and attorneys' fees, the
dispute shall be heard and determined by three (3) arbitrators as provided
herein (such arbitrator or arbitrators are hereinafter referred to as the
"ARBITRATOR"). If three (3) Arbitrators are to be appointed, each party shall
select one person to act as Arbitrator (with all parties adverse to the Company
in a consolidated arbitration proceeding constituting a single party for this
purpose) and the two (2) selected shall select a third arbitrator within ten
(10) days of their appointment. If the Arbitrators selected by the parties are
unable or fail to agree upon the third arbitrator within such time, the third
arbitrator shall be selected by the AAA. Each arbitrator shall be a practicing
attorney or a retired or former judge with at least twenty (20) years experience
with and knowledge of securities laws, complex business transactions, and
mergers and acquisitions.

           (b) Once the Arbitrator is selected, the Arbitrator shall schedule a
pre-hearing conference to reach agreement on procedural and scheduling matters,
arrange for the exchange of information, obtain stipulations and attempt to
narrow the issues. Unless the Arbitrator determines at the pre-hearing
conference or within five days thereafter that the interests of equity require
other discovery rules, (i) each party may serve a maximum of one set of no more
than twenty (20) requests for production of documents and one set of ten (10)
interrogatories (without subparts) upon the other parties; and depose a maximum
of three (3) witnesses; (ii) all objections to discovery are reserved for the
arbitration hearing except for objections based on privilege and proprietary or
confidential information; (iii) the responses to the document demand, the
documents to be produced thereunder, and the responses to the interrogatories
shall be delivered to the propounding party twenty (20) days after receipt by
the responding party of such document demand or interrogatory; (iv) each
deposition shall be taken on reasonable notice to the



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deponent, and must be concluded within four (4) hours; and (v) all depositions
must be taken within forty-five (45) days following the pre-hearing conference.
Any party deposing an opponent's expert must pay the expert's fee for attending
the deposition. All discovery disputes shall be decided by the Arbitrator.

           (c) Any arbitration can be consolidated with one or more arbitrations
involving other parties, which arise under agreement(s) between the Company and
such other parties, if more than one such arbitration is commenced and any party
thereto contends that two or more arbitrations are substantially related and
that the issues should be heard in one proceeding. The Arbitrator selected in
the first-filed of such proceedings shall determine whether, in the interests of
justice and efficiency, the proceedings should be consolidated before that
Arbitrator.

           (d) The Arbitrator's award shall be in writing, signed by the
Arbitrator and shall contain a concise statement regarding the reasons for the
disposition of any claim. The judgment of the award rendered by the Arbitrator
may be entered in any court having jurisdiction thereof.

           (e) To the extent permissible under applicable law, the award of the
Arbitrator shall be final. It is the intent of the parties that the arbitration
provisions hereof be enforced to the fullest extent permitted by applicable law.

        7.7 Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute an original and all of which together shall constitute
one and the same instrument.

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



EPS SOLUTIONS CORPORATION                      INDEMNITEE


By:                                            By:
   ----------------------------                   ----------------------------

Name:                                          Name:
     --------------------------                     --------------------------

Title:                                         Title:
      -------------------------                      -------------------------




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