EXHIBIT
      10.3

    


    APPENDIX
      A

    INDEMNIFICATION
      AGREEMENT

     

    Appendix
      A to Letter Engagement Agreement (the “Agreement”), dated July 25, 2006 by and
      between PubliCARD, Inc. and its subsidiaries, affiliates and related entities
      (the “Company”) and Joseph E. Sarachek (“Sarachek”).

    


    The
      Company agrees to indemnify and hold Sarachek and his agents (each an
“Indemnified Person”) harmless from and against all losses, claims, damages,
      liabilities, costs or expenses, including those resulting from any threatened
      or
      pending investigation, action, proceeding or dispute whether or not Sarachek
      or
      any such other Indemnified Person is a party to such investigation, action,
      proceeding or dispute, arising out of Sarachek’s entering into or performing
      services under this Agreement (directly or through his agents), or arising
      out
      of any matter referred to in this Agreement. This indemnity shall also include
      Sarachek’s and/or any such other Indemnified Person’s reasonable attorneys’ and
      accountants’ fees and out-of-pocket expenses incurred in, and the cost of
      Sarachek’s personnel whose time is spent in connection with, such
      investigations, actions, proceedings or disputes, which fees, expenses and
      costs
      shall be periodically reimbursed to Sarachek and/or to any such other
      Indemnified Person by the Company as they are incurred; provided, however,
      that
      in no event shall Sarachek and agents be indemnified for fees and expenses
      relating to matters arising from the bad faith, willful misconduct or gross
      negligence of any Indemnified Person. A court of competent jurisdiction shall
      make such a determination, (but pending any such final determination, the
      indemnification and reimbursement provisions hereinabove set forth shall apply
      and the Company shall perform its obligations hereunder to reimburse Sarachek
      and/or each such other Indemnified Person as described herein). In no event
      shall Sarachek or agents be indemnified if the Company asserts a claim for,
      and
      a court determines by final, non-appealable order that such claim arose out
      of
      any Indemnified Person’s bad faith, gross negligence or willful
      misconduct.

    


    The
      Company also agree that no Indemnified Person shall have any liability (whether
      direct or indirect, in contract or tort or otherwise) to the Company for or
      in
      connection with any act or omission to act as a result of its engagement under
      the Agreement except for any such liability for losses, claims, damages,
      liabilities or expenses incurred by the Company that is found in a final,
      non-appealable determination by a court of competent jurisdiction to have
      resulted from any Indemnified Person’s bad faith, gross negligence or willful
      misconduct. 

    


    If
      for any reason, the foregoing indemnification is unavailable to Sarachek or
      any
      such other Indemnified Person or insufficient to hold them harmless with respect
      to the matters it purports to cover, then the Company shall contribute to the
      amount paid or payable by Sarachek or any such other Indemnified Person as
      a
      result of such loss, claim, damage or liability in such proportion as is
      appropriate to reflect not only the relative benefits received by the Company
      on
      the one hand and Sarachek or any such other Indemnified Person on the other
      hand, but also the relative fault of the Company and Sarachek or any such other
      Indemnified Person, as well as any relevant equitable considerations; provided
      that in no event will the aggregate contribution by Sarachek and any such other
      Indemnified Person hereunder exceed the amount of fees actually received by
      Sarachek pursuant to this Agreement. The reimbursement, indemnity and
      contribution obligations of the Company hereinabove set forth shall be in
      addition to any liability which the Company may otherwise have and these
      obligations and the other provisions hereinabove set forth shall be binding
      upon
      and inure to the benefit of any successors, assigns, heirs and personal
      representatives of the Company, Sarachek and any other Indemnified
      Person.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      terms and conditions hereinabove set forth in this Appendix A. shall survive
      the
      termination and expiration of this Agreement and shall continue indefinitely
      thereafter.

     

    PubliCARD,
      Inc.

    By:
      /s/
      Antonio L. DeLise

    JOSEPH
      E. SARACHEK

    By:
      /s/
      Joseph E. Sarachek

    Joseph
      E. Sarachek

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
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