Exhibit 10.16

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.

                       Director Indemnification Agreement
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      THIS  AGREEMENT  is executed  and entered  into by and between  INNOVATIVE
SOFTWARE TECHNOLOGIES,  INC., a California corporation (the "Company"),  and the
individual  identified  below who has signed this Agreement as a director of the
Company (the "Director").

      WHEREAS,  the Company has  requested  the Director to serve as a member of
the board of directors of the Company; and

      WHEREAS,  certain  risks are  associated  with  serving as a member of the
board of directors of a corporation; and

      WHEREAS,  the Director has indicated that the Director is willing to serve
as a member of the board of directors  of the  Company,  but only if the Company
agrees to indemnify the Director  against  certain of the risks  associated with
serving in such capacity; and

      WHEREAS,  the Company desires to provide the rights of indemnification and
other rights as set forth herein as an  inducement to the Director to serve as a
director of the Company.

      NOW,  THEREFORE,  in order to induce the  Director to serve as a member of
the  board  of  directors  of the  Company,  and for  other  good  and  valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
the Company and the Director, the parties agree as follows:

1.    Definitions.

      For purposes of this Agreement, "Action" means any threatened,  pending or
completed  claim,   action,  suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative,  and whether or not such action is by or in the
right of the Company or such other enterprise with respect to which the Director
serves or has served as a director or officer, that arises by reason of the fact
that the Director is or was a director or officer of the  Company,  or is or was
serving  at the  request of the  Company  as a director  or officer of any other
corporation,  partnership, joint venture, trust or other enterprise;  "Expenses"
means any and all expenses (including attorneys' fees), costs, judgments,  fines
or amounts paid in settlement and that are actually and  reasonably  incurred by
the Director in connection with any Action; "Charter Indemnification  Provision"
means any provisions of the Company's  articles of  incorporation  or bylaws (as
now in effect or hereafter  amended)  providing for the  indemnification  of and
advancement   of  expenses  to  directors  of  the  Company;   and   "California
Indemnification  Statute" means Section 317 of California  Corporations  Code or
any  successor  statute  thereto;  and any other  terms used herein that are not
defined  herein shall be used within the meaning of such terms in the California
Indemnification Statute.


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2.    Indemnification.

      2.1.   Notwithstanding any amendment or   modification   of  the   Charter
Indemnification  Provisions  or  the  California  Indemnification  Statute,  the
Company hereby indemnifies and shall hold harmless the Director from and against
any and all Expenses,  except for the Expenses  expressly  identified in Section
2.2.

      2.2.   The indemnification provided for in Section 2.1 shall not apply  to
any  of  the  following  Expenses:  (i)  Expenses  for  which  the  Director  is
indemnified  pursuant to any directors and officers  insurance  policy purchased
and maintained by the Company (the indemnification provided in this Agreement is
intended to be in excess of any such  directors and officers  insurance  policy,
and the  Director  must  look  first to the  directors  and  officers  insurance
policy);  (ii)  remuneration paid to the Director if it shall be determined by a
final  judgment  or other  final  adjudication  that  such  remuneration  was in
violation  of law;  (iii)  Expenses  incurred  on account of any Action in which
judgment is rendered against the Director for an accounting of profits made from
the purchase or sale by the Director of securities  of the Company,  pursuant to
the  provisions of Section 16(b) of the  Securities  Exchange Act of 1934 or any
amendments  thereto or similar  provisions  of any federal,  state or local law;
(iv)  Expenses  incurred on account of the  Director's  conduct  that is finally
adjudged to have been (or the Director has admitted facts sufficient to conclude
that the  Director's  conduct  was):  (1) a breach of the duty of loyalty to the
Company or its shareholders;  (2) an act or omission that was not in good faith;
(3) an  act or  omission  that  involved  intentional  misconduct  or a  knowing
violation  of law;  or (4) a  transaction  from  which the  Director  derived an
improper  personal  benefit;   (v)  if  a  final  decision  by  a  court  having
jurisdiction  in the matter shall  determine  that such  indemnification  is not
lawful as against public policy;  and (vi) any income taxes,  or any interest or
penalties related to them, in respect of compensation received for services as a
director or officer of the Company.

3.    Continuation of Indemnity.

      All agreements and obligations of the Company  contained in this Agreement
shall continue during the period the Director is a director,  officer,  employee
or agent of the Company (or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise),  and shall continue so long as the Director
shall be subject to any possible  Action by reason of the fact that the Director
was a  director  or officer  of the  Company  or  serving in any other  capacity
referred to in this Agreement.

4.    Notice to the Company.

      The Company shall perform its obligations  under this Agreement on receipt
of written  demand for such  performance  from the Director  and, if the Company
fails to perform  its  obligations  under  this  Agreement  on demand,  then the
Director  may then or at any time bring  legal  action  against  the  Company to
obtain full and complete performance of its obligations under this Agreement. In
any action brought to enforce this Agreement,  on a showing by the Director that
a claim has been asserted  against the Director with respect to or in connection
with any alleged act or omission by the Director as a director or officer of the
Company,  or any alleged neglect or breach of duty by the Director as a director
or officer of the Company or

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otherwise  in the  Director's  capacity as a director or officer of the Company,
there shall be a  presumption  that the Director is entitled to  indemnification
and   advancement  of  costs  and  expenses  from  the  Company  in  respect  to
indemnification.

5.    Control of Defense.

      If an Action shall be  threatened  or commenced  against the Director that
has given rise to, or may give rise to, a right to indemnification under Section
2, or a right to advancement of costs and expenses under Section 6, and provided
that the Action is not  threatened  or commenced in the name or on behalf of the
Company and there is no other  conflict of interest  between the Company and the
Director with respect to the Action,  then: (i) the Company shall have the right
to participate,  at its own cost and expense,  in the investigation,  defense or
other contest of the Action;  and (ii) the Company shall have the right to elect
to assume the defense of the Action on behalf of the  Director  (if  applicable,
jointly  with any third  party who may have an  obligation  to hold  harmless or
indemnify the Director with respect to the Action). If a conflict of interest of
the type contemplated herein should develop, then the Director shall control the
defense  of any Action  against  the  Director  that may give rise to a right of
indemnification  under  this  Agreement,  subject to the  following:  (A) if the
insurance carrier that shall have supplied any directors and officers  insurance
policy  shall be willing to conduct the defense  without any  reservation  as to
coverage,  then, unless on written  application by the Director  concurred in by
the board of directors  of the  Company,  in which the Director and the board of
directors  deem it  undesirable,  the insurance  carrier shall select counsel to
conduct  the  defense;   (B)  if  the   insurance   carrier   shall  not  assume
responsibility for the defense without any reservation of rights as to coverage,
then the defense shall be conducted by experienced and able counsel  selected by
the  Director  and  reasonably  acceptable  to the board of  directors;  and (C)
separate  counsel will be used by the Director and other parties  indemnified by
the Company and subject to the same Action only to the extent necessary,  in the
reasonable  opinion of the  Director,  to avoid  conflict  of  interest.  If the
Company  should  elect to  assume  the  defense  of an  Action  on behalf of the
Director as provided  herein,  then:  (1) the  Company  shall give the  Director
prompt  written  notice of the  election;  (2) the Company shall be obligated to
defend  the  Action  in good  faith  and in a  manner  consistent  with the best
interests of the Director;  (3) provided that the Company  defends the Action in
good faith and in a manner  consistent  with the best  interests of the Director
and no conflict of interest  develops  between the Company and the Director with
respect to the Action, the Company shall not be liable for any costs or expenses
(including  attorneys'  fees)  incurred  by  the  Director  in  connection  with
defending  or  otherwise  contesting  the Action after the Director has received
written  notice  of the  election;  and (4) the  Company  shall  not  settle  or
compromise  the  Action on any basis or in any  manner  that  would  impose  any
liability, limitation or restriction of any kind on, or admit any fault or guilt
on behalf of, the Director without the Director's express written consent.

6.    Advancement of Expenses.

      On written  request to the  Company by the  Director,  the  Company  shall
advance to the Director amounts of money sufficient to cover Expenses in advance
of the final  disposition  of them,  on receipt of (i) an  undertaking  by or on
behalf  of the  Director  to  repay  such  amounts  if it  shall  ultimately  be
determined  by final  judgment  of a court of  competent  jurisdiction  that the
Director is not entitled to be indemnified by the Company under this  Agreement,
and (ii)

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satisfactory evidence as to the amount of such Expenses.  The Director's written
certification,  together with a copy of the statement  paid or to be paid by the
Director, shall constitute satisfactory evidence, absent manifest error.

7.    Directors and Officers Liability Insurance.

      Unless otherwise agreed by the Director in the Director's sole discretion,
the Company shall use reasonable  efforts to provide the Director with directors
and officers insurance coverage ("Directors and Officers Coverage") providing to
the Director  such coverage  then  available in the  insurance  industry in such
amounts and with such  exclusions  and other  conditions to coverage as shall in
the sole judgment of the Company provide reasonable  coverage to the Director in
light of the cost to the  corporation and any other relevant  consideration,  it
being  expressly  intended that the foregoing  shall not obligate the Company to
obtain Directors and Officers Coverage for the Director.  The Director shall not
settle any matter for which the Director intends to seek  indemnification  under
this  Agreement  without first  attempting to obtain any approval  required with
respect to such settlement by the insurance carrier of any applicable  Directors
and Officers Coverage. If the Director seeks such approval,  but the approval is
not granted by the insurance  carrier of any  applicable  Directors and Officers
Coverage,  then the Director shall be entitled to indemnification to the fullest
extent  provided by this  Agreement.  Except as  otherwise  set forth in Section
2.2(i), the provisions of Directors and Officers Coverage,  or the failure to so
provide Directors and Officers  Coverage,  shall in no way limit or diminish the
obligation  of the Company to indemnify  the  Director as provided  elsewhere in
this Agreement.

8.    Non-Exclusivity.

      The  indemnification  rights  granted to the Director under this Agreement
shall not be deemed  exclusive of, or in limitation  of, any rights to which the
Director may be entitled under  California law (including but not limited to the
California  Indemnification  Statute), the Charter  Indemnification  Provisions,
vote of  shareholders,  determination  by the  Company's  board of  directors or
otherwise.

9.    Miscellaneous.

      The rights granted to the Director under this Agreement shall inure to the
benefit  of  the  Director,  the  Director's  personal  representatives,  heirs,
executors, administrators and beneficiaries, and this Agreement shall be binding
on the  Company,  its  successors  and  assigns.  To  the  extent  permitted  by
applicable  law, the parties by this  Agreement  waive any provision of law that
renders any provision in this Agreement  unenforceable in any respect.  Whenever
possible,  each provision of this Agreement  shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision shall be
held to be prohibited by or invalid under  applicable  law, then such  provision
shall be deemed  amended  to  accomplish  the  objectives  of the  provision  as
originally  written  to the  fullest  extent  permitted  by law,  and all  other
provisions shall remain in full force and effect.  Any notice,  demand, or other
communication  to the  Company  under this  Agreement  may be  addressed  to the
Company at its registered office in California to the attention of the Company's
registered  agent in California at such office,  and to the Director  under this
Agreement may be addressed to the Director at the address  indicated  below next
to the Director's signature. This Agreement shall be governed by and interpreted
in

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accordance  with the laws of the State of California,  without  reference to its
principles of conflicts of laws.

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      IN WITNESS  WHEREOF,  the parties have duly  executed and  delivered  this
Agreement as of the date set forth below.


Date:   9-15-03
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INNOVATIVE SOFTWARE TECHNOLOGIES, INC.



By:     /s/ Douglas Shane Hackett
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Name:   Douglas Shane Hackett
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Title:  President
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Director's Name (type or print):


Peter Justen
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/s/ Peter M. Justen
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(Director's Signature)


Address:

14711 Kamputa Dr
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Centerville, VA 20120
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