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                        INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT is entered into as of this 1st day of
January, 1998, by and between Curtis Mathes Holding Corporation, a  Texas
corporation (the "Company"), and ________________ ("Indemnitee").

                                RECITALS

     A.    The Company is aware that because of the increased exposure to
litigation  costs,  talented  and experienced  persons  are  increasingly
reluctant  to  serve  or continue serving as directors  and  officers  of
corporations  unless  they  are  protected  by  comprehensive   liability
insurance and indemnification.

     B.    The  statutes and judicial decisions regarding the  duties  of
directors  and  officers  are often difficult  to  apply,  ambiguous,  or
conflicting,  and therefore fail to provide such directors  and  officers
with adequate guidance regarding the proper course of action.

     C.   The Board of Directors of the Company (the "Board") has concluded
that, to retain and attract talented and experienced individuals to serve
as  officers  and  directors of the Company and its subsidiaries  and  to
encourage such individuals to take the business risks necessary  for  the
success  of  the  Company  and  its  subsidiaries,  the  Company   should
contractually indemnify its officers and directors, and the officers  and
directors of its subsidiaries, in connection with their services  to  the
Company  and its subsidiaries, and has further concluded that the failure
to  provide such contractual indemnification could be detrimental to  the
Company, its subsidiaries and stockholders.

     NOW,  THEREFORE, the parties, intending to be legally bound,  hereby
     agree as follows:

     1.   Definitions.

     (a)  Agent.  "Agent" with respect to the Company means any person who is
or  was a director, officer, employee or other agent of the Company or  a
Subsidiary  of the Company; or is or was serving at the request  of,  for
the  convenience of, or to represent the interests of, the Company  or  a
Subsidiary  of the Company as a director, officer, employee or  agent  or
another  entity  or enterprise; or was a director, officer,  employee  or
agent of a predecessor corporation of the Company or a Subsidiary of  the
Company, or was a director, officer, employee or agent of another  entity
or  enterprise at the request of, for the convenience of, or to represent
the interests of such predecessor corporation.

     (b)  Expenses.  "Expenses" means all direct and indirect costs of any
type  or nature whatsoever (including, without limitation, all attorneys'
fees,  costs of investigation and related disbursements) incurred by  the
Indemnitee  in connection with the investigation, settlement, defense  or
appeal  of  a  claim  or  Proceeding covered hereby  or  establishing  or
enforcing a right to indemnification under this Agreement.

     (c)  Proceeding.  "Proceeding" means any threatened, pending or completed
claim,   suit   or   action,  whether  civil,  criminal,  administrative,
investigative or otherwise.
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     (d)  Subsidiary.  "Subsidiary" means any corporation or other entity of
which more than 10% of the outstanding voting securities or interests  is
owned  directly  or  indirectly by the Company, and  one  or  more  other
Subsidiaries, taken as a whole.

     2.   Maintenance of Liability Insurance.

     (a)   The Company hereby covenants and agrees with Indemnitee  that,
subject  to Section 2(b), the Company shall obtain and maintain  in  full
force  and  effect  directors' and officers'  liability  insurance  ("D&O
Insurance")  in  reasonable  amounts as  the  Board  of  Directors  shall
determine  from established and reputable insurers.  In all  policies  of
D&O Insurance, Indemnitee shall be named as an insured.

     (b)  Notwithstanding the foregoing, the Company shall have no obligation
to  obtain  or maintain D&O Insurance if the Company determines  in  good
faith  that the premium costs for such insurance are disproportionate  to
the amount of coverage provided after giving effect to exclusions.

     3.   Mandatory Indemnification.  The Company shall defend, indemnify and
hold harmless Indemnitee:

     (a)  Third Party Actions.     If Indemnitee is a person who was or is a
party  or is threatened to be made a party to any Proceeding (other  than
an  action by or in the right of the Company) by reason of the fact  that
Indemnitee is or was or is claimed to be an Agent of the Company,  or  by
reason  of  anything done or not done by Indemnitee in any such capacity,
against  any  and  all  Expenses and liabilities of any  type  whatsoever
(including,  but  not  limited to, legal fees,  judgments,  fines,  ERISA
excise  taxes or penalties, and amounts paid in settlement)  incurred  by
such person in connection with the investigation, defense, settlement  or
appeal of such Proceeding, so long as the Indemnitee acted in good  faith
and  in  a  manner the Indemnitee reasonably believed to  be  in  or  not
opposed  to  the best interests of the Company, and with respect  to  any
criminal  action or Proceeding, had no reasonable cause to  believe  such
person's conduct was unlawful.
     
     (b)  Actions by or in the Right of the Company.  If Indemnitee is  a
person  who was or is a party or is threatened to be made a party to  any
Proceeding by or in the right of the Company by reason of the  fact  that
he  is  or was an Agent of the Company, or by reason of anything done  or
not  done  by him in any such capacity, against any and all Expenses  and
liabilities or any type whatsoever (including, but not limited to,  legal
fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid
in   settlement)  incurred  by  such  person  in  connection   with   the
investigation, defense, settlement or appeal of such Proceeding, so  long
as  the  Indemnitee  acted in good faith and in a manner  the  Indemnitee
reasonably believed to be in or not opposed to the best interests of  the
Company;  except that no indemnification under this subsection  shall  be
made,  and Indemnitee shall repay all amounts previously advanced by  the
Company,  in respect of any claim, issue or matter for which such  person
is judged in a final, non-appealable decision to be liable to the Company
by  a court of competent jurisdiction, unless and only to the extent that
the court in which such Proceeding was brought or a district court of the
State  of  Texas shall determine that Indemnitee is fairly and reasonably
entitled to indemnity.
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     (c)  Actions Where Indemnitee is Deceased.  If Indemnitee is a person who
was  or  is a party or is threatened to be made a party to any Proceeding
by  reason of the fact that he is or was an Agent of the Company,  or  by
reason  of  anything  done or not done by him in any such  capacity,  and
prior  to,  during  the  pendency  of,  or  after  completion  of,   such
Proceeding,  the  Indemnitee shall die, then the  Company  shall  defend,
indemnify  and  hold  harmless the estate,  heirs  and  legatees  of  the
Indemnitee  against any and all Expenses and liabilities incurred  by  or
for  such  persons  or  entities in connection  with  the  investigation,
defense,  settlement or appeal of such Proceeding on the  same  basis  as
provided for the Indemnitee in Sections 3(a) and 3(b) above.

The  Expenses and liabilities covered hereby shall be net of any payments
by D&O Insurance carriers or others.

     4.   Partial Indemnification.  If Indemnitee is found under Section 3, 7
or  10  hereof  not  to be entitled to indemnification  for  all  of  the
Expenses  and  liabilities relating to a Proceeding,  the  Company  shall
indemnify   the  Indemnitee  for  any  portion  of  such   Expenses   not
specifically precluded by the operation of such Section 3, 7 or 10.

     5.   Mandatory Advancement of Expenses.  Until a determination to the
contrary  under  Section 7 hereof is made, and unless the  provisions  of
Section  10  apply,  the Company shall advance all Expenses  incurred  by
Indemnitee  in connection with the investigation, defense, settlement  or
appeal  of any Proceeding to which Indemnitee is a party or is threatened
to  be  made a party covered by the indemnification in Section 3  hereof.
If required by law, as a condition to such advances, Indemnitee shall, at
the  request  of the Company, undertake in a reasonable manner  to  repay
such  amounts advanced if it shall ultimately be determined  by  a  final
order of a court that Indemnitee is not entitled to be indemnified by the
Company  by the terms hereof or under applicable law.  Subject to Section
6  hereof, the advances to be made hereunder shall be paid by the Company
to  Indemnitee within 20 days following delivery of a written request  by
Indemnitee  to  the  Company,  which  request  shall  be  accompanied  by
vouchers,   invoices  and  similar  evidence  documenting   the   amounts
requested.

     6.   Indemnification Procedures.

     (a)   Promptly after receipt by Indemnitee of notice to him  of  the
commencement  or  threat  of  any Proceeding  or  claim  covered  hereby,
Indemnitee  shall  notify  the  Company of  the  commencement  or  threat
thereof,  provided that any failure to so notify shall  not  relieve  the
Company  of  any of its obligations hereunder, except to the extent  that
such failure or delay increases the liability of the Company hereunder.
          
     (b)  If, at the time of the receipt of a notice pursuant to Section 6(a)
above,  the  Company has D&O Insurance in effect, the Company shall  give
prompt  notice  of the Proceeding or claim to its insurers in  accordance
with  the  procedures set forth in the applicable policies.  The  Company
shall  thereafter take all necessary or desirable action  to  cause  such
insurers  to  pay all amounts payable as a result of such  Proceeding  or
claim  in  accordance with the terms of such policies, and the Indemnitee
shall  not  take  any action (by waiver, settlement of  otherwise)  which
would adversely affect the ability of the Company to obtain payment  from
its insurers.
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     (c)   If  the Company shall be obligated to pay the Expenses of  the
Indemnitee,  the  Company may (and shall if requested  by  Indemnitee  in
writing)  assume  the  defense of the Proceeding to  which  the  Expenses
relate,  in  which event the Company shall deliver a notice of assumption
to  Indemnitee.   Any counsel employed by the Company in connection  with
the  defense  of  such  Proceeding  shall  be  subject  to  approval   by
Indemnitee,  such  approval not to be unreasonably withheld  or  delayed.
The Company will not be liable to Indemnitee under this Agreement for any
fees or expenses of counsel incurred by Indemnitee after delivery of such
notice  of assumption with respect to such Proceeding; provided, however,
that  if  Indemnitee shall have provided the Company with an  opinion  of
counsel  stating  that  there is a strong argument  that  a  conflict  of
interest exists between the Company and Indemnitee in the conduct of  any
such  defense, the fees and Expenses of Indemnitee's counsel shall be  at
the  expense  of the Company.  Notwithstanding the fact that the  Company
assumes  the defense of a Proceeding pursuant to the preceding  sentence,
Indemnitee  shall have the right to employ his own counsel  in  any  such
Proceeding at Indemnitee's expense.
     
     7.   Determination of Right to Indemnification.

     (a)   To the extent Indemnitee has been successful on the merits  or
otherwise  in  defense of any Proceeding, claim, issue or matter  covered
hereby,  Indemnitee  need  not  repay any of  the  Expenses  advanced  in
connection with the investigation, defense or appeal of such Proceeding.

     (b)  If Section 7(a) is inapplicable, the Company shall remain obligated
to   indemnify  Indemnitee,  and  Indemnitee  need  not  repay   Expenses
previously  advanced, unless the Company, by motion  before  a  court  of
competent  jurisdiction,  obtains an order for preliminary  or  permanent
relief  suspending or denying the obligation to advance or indemnify  for
Expenses.

     (c)   Notwithstanding a determination by the Board or a  court  that
Indemnitee is not entitled to indemnification with respect to a  specific
Proceeding, Indemnitee shall have the right to apply to a district  court
of  the State of Texas for the purpose of enforcing Indemnitee's right to
indemnification pursuant to this Agreement.

     (d)   Notwithstanding any other provision in this Agreement  to  the
contrary,  the  Company shall indemnify Indemnitee against  all  Expenses
incurred  by  Indemnitee in connection with any Proceeding under  Section
7(b)  or  7(c)  and  against  all  Expenses  incurred  by  Indemnitee  in
connection  with any other Proceeding between the Company and  Indemnitee
involving  the interpretation or enforcement of the rights of  Indemnitee
under this Agreement unless a court of competent jurisdiction finds  that
the  material claims and/or defenses of Indemnitee in any such Proceeding
were frivolous or made in bad faith.

     8.   Certificate of Incorporation and By-Laws.    The Company agrees
that the Company's Certificate of Incorporation and By-laws in effect  on
the  date  hereof shall not be amended to reduce, limit, hinder or  delay
(i)  the rights of Indemnitee granted hereby, or (ii) the ability of  the
Company to indemnify Indemnitee as required hereby.
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     9.   Witness Expenses.   The Company agrees to compensate Indemnitee
for  the  reasonable value of his time spent, and to reimburse Indemnitee
for all Expenses (including attorneys' fees and travel costs) incurred by
him,  in  connection with being a witness, or if Indemnitee is threatened
to  be  made a witness, with respect to any Proceeding, by reason of  his
serving or having served as an Agent of the Company.

     10.  Exceptions.    Notwithstanding any other provision hereunder to
the contrary, the Company shall not be obligated pursuant to the terms of
this Agreement:

      (a)   Claims  Initiated by Indemnitee.    To indemnity  or  advance
Expenses to Indemnitee with respect to Proceedings or claims initiated or
brought  voluntarily by Indemnitee and not by way of defense (other  than
Proceedings  brought to establish or enforce a right  to  indemnification
under  this  Agreement or the provisions of the Company's Certificate  of
Incorporation  or  By-laws  unless  a  court  of  competent  jurisdiction
determines  that  each of the material assertions made by  Indemnitee  in
such Proceeding were not made in good faith or were frivolous).

      (b)   Unauthorized Settlements.     To indemnify  Indemnitee  under
this Agreement for any amounts paid in settlement of a Proceeding covered
hereby  without  the  prior  written  consent  of  the  Company  to  such
settlement.

      11.   Non-exclusivity.     This  Agreement  is  not  the  exclusive
arrangement  between  the Company and Indemnitee  regarding  the  subject
matter  hereof  and shall not diminish or affect any other  rights  which
Indemnitee may have under any provision of law, the Company's Certificate
of Incorporation or By-laws, under other agreements, or otherwise.

      12.   Continuation After Term. Indemnitee's rights hereunder  shall
continue after the Indemnitee has ceased acting as a director or Agent of
the  Company  and the benefits hereof shall inure to the benefit  of  the
heirs, executors and administrators of Indemnitee.

     13.  Severability.  If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, provisions of  the
Agreement  shall not in any way be affected or impaired thereby,  and  to
the  fullest extent possible, the provisions of this Agreement  shall  be
construed  or  altered by the court so as to remain  enforceable  and  to
provide  Indemnitee with as many of the benefits contemplated  hereby  as
are permitted under law.

      14.  Counterparts, Modification and Waiver.  This Agreement may  be
signed  in counterparts.  This Agreement constitutes a separate agreement
between the Company and Indemnitee and may be supplemented or amended  as
to  Indemnitee  only by a written instrument signed by  the  Company  and
Indemnitee,  with such amendment binding only the Company and Indemnitee.
All  waivers  must be in a written document signed by  the  party  to  be
charged.   No waiver of any of the provisions of this Agreement shall  be
implied  by the conduct of the parties.  A waiver of any right  hereunder
shall not constitute a waiver of any other right hereunder.

      15.   Notices.  All notices, demands, consents, requests, approvals
and  other  communications required or permitted hereunder  shall  be  in
writing and shall be deemed to have been properly given if hand delivered
(effective upon receipt or when refused), or if sent by a courier freight
prepaid  (effective upon receipt or when refused), in  the  case  of  the
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Company, at the addresses listed below, and in the case of Indemnitee, at
Indemnitee's address of record at the office of the Company, or  to  such
other addresses as the parties may notify each other in writing.

To Company:    Curtis Mathes Holding Corporation
               10911 Petal Street
               Dallas, Texas 75238
               Attention:  President

To  Indemnitee:   At  the  Indemnitee's residence address  and  facsimile
number on the records of the Company from time to time.

     16.  Evidence of Coverage.  Upon request by Indemnitee, the Company shall
provide  evidence  of the liability insurance coverage required  by  this
Agreement.  The Company shall promptly notify Indemnitee of any change in
the Company's D&O Insurance coverage.

     17.   Governing  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance with the internal laws of the State of Texas.
     
     IN  WITNESS  WHEREOF,  the parties hereto  have  entered  into  this
Indemnification Agreement effective as of the date first above written.

                              CURTIS MATHES HOLDING CORPORATION

                              By:______________________________________
                                   Patrick A. Custer, President

                              INDEMNITEE:
                              _________________________________________