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                                  EXHIBIT 10.36


Date


Name
Address
Address

Dear

       In order to induce you to serve or continue to serve as an officer or
director of TransTechnology Corporation (the "Company"), a Delaware corporation,
or one of its subsidiaries, and in consideration of your so serving, the Company
hereby agrees to indemnify you according to the terms and conditions set forth
below:

       1.     Indemnification.

              (a)    The Company hereby agrees to indemnify you to the fullest
                     extent permitted by the law of the State of Delaware, as
                     amended from time to time ("Delaware Law"), in connection
                     with any threatened, pending or completed action, suit or
                     proceeding, whether civil, criminal, administrative or
                     investigative (other than an action by or in the right of
                     the Company), to which you were or are a party or to which
                     you were or are threatened to be made a party by reason of
                     the fact that you were or are a director, member of any
                     committee of the board of directors, officer, employee or
                     agent of the Company, or were or are serving at the request
                     of the Company as a director, member of any committee of
                     the board of directors, officer, employee or agent of
                     another corporation, partnership, joint venture, trust,
                     employee benefit plan or other enterprise, or by reason of
                     anything done or not done by you in any such capacity,
                     against any and all reasonable expenses (including fees and
                     expenses of counsel), judgments, fines and amounts paid in
                     settlement actually incurred by you in connection with the
                     investigation, defense, appeal or settlement of any such
                     action, suit or proceeding if you acted in good faith and
                     in a manner you 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 your conduct was unlawful.




              (b)    The Company hereby agrees to indemnify you to the fullest
                     extent permitted by Delaware Law in connection with any
                     threatened, pending or completed


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                     judgment in its favor to which you were or are a party or
                     to which you were or are threatened to be made a party by
                     reason of the fact that you were or are a director,
                     officer, employee or agent of the Company, or were or are
                     serving at the request of the Company as a director, member
                     of any committee of the board of directors, officer,
                     employee or agent of another corporation, partnership,
                     joint venture, trust, employee benefit plan or other
                     enterprise, or by reason of anything done or not done by
                     you in any such capacity, against any and all reasonable
                     expenses (including fees and expenses of counsel) and
                     amounts paid in settlement actually incurred by you in
                     connection with the investigation, defense, appeal or
                     settlement of any such action, suit or proceeding if you
                     acted in good faith and in a manner you reasonably believed
                     to be in or not opposed to the best interests of the
                     Company; provided, however, that no such indemnification
                     shall be made in respect of any claim, issue or matter as
                     to which you shall have been adjudged to be liable to the
                     Company unless and only to the extent that the Court of
                     Chancery or the court in which such suit, action or
                     proceeding was brought shall determine upon application
                     that, despite the adjudication of liability but in view of
                     all the circumstances of the case, you are fairly and
                     reasonably entitled to indemnification for such amounts
                     which the Court of Chancery or such other court shall deem
                     proper.

              (c)    Notwithstanding any other provision of this agreement, to
                     the extent that you are, by reason of your status as a
                     director or officer of the Company, a witness in any
                     action, suit or proceeding, whether civil, criminal,
                     administrative or investigative, you shall be indemnified
                     against all expenses actually and reasonably incurred by
                     you or on your behalf in connection therewith.

              (d)    For purposes hereof, the termination of any action, suit or
                     proceeding by judgement, order, settlement, conviction, or
                     upon a plea of nolo contendere or its equivalent, shall
                     not, of itself, create a presumption that you did not act
                     in good faith and in a manner which you reasonably believed
                     to be in or not opposed to the best interests of the
                     Company, and with respect to any criminal action or
                     proceeding, that you had reasonable cause to believe your
                     conduct was unlawful.

              (e)    No indemnity pursuant to Section 1 shall be paid by the
                     Company on account of any suit in which judgment is
                     rendered against you, as an officer or director, for an
                     accounting of profits made from the purchase or sale by you
                     of securities of the Company pursuant to the provisions of
                     Section 16(b) of the Securities and Exchange Act of 1934
                     and amendments thereto or similar provisions of any
                     applicable federal, state or local law.

              (f)    Notwithstanding any other provision of this agreement, to
                     the extent that you are successful on the merits or
                     otherwise in the defense of any action, suit or proceeding
                     described in (a) or (b) of Section 1, or in the defense of
                     any


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                     claim, issue or matter therein, you shall be indemnified
                     against expenses (including fees and expenses of counsel)
                     reasonably incurred by you in connection therewith.

                     If you are entitled to indemnification under this agreement
                     to only a portion of the amounts actually incurred by you
                     in the investigation, defense, appeal or settlement of any
                     action, suit or proceeding but not for the total amount
                     thereof, the Company shall nevertheless indemnify you for
                     the portion thereof to which you are entitled.

              (g)    Notwithstanding anything else contained herein, (i) the
                     Company shall not be obligated to pay the fees and expenses
                     of any counsel or amounts paid in any settlement unless the
                     Company shall have previously approved such counsel or such
                     settlement, which approval shall not be unreasonably
                     withheld, and (ii) the Company shall not be obligated to
                     approve more than one counsel to represent you and all
                     other officers and directors entitled to indemnification
                     under agreements similar to this agreement in any single or
                     similar action, suit or proceeding in the same
                     jurisdiction, unless representation of all such officers or
                     directors by the same counsel would be inappropriate
                     because of actual or potential differing interests among
                     you and such officers and directors.

                     Any determination as to approval of counsel or of any
                     settlement shall be made by the Company within five days
                     following your written request for such approval. In
                     determining whether to approve any counsel, the Company
                     shall consider only the following factors: (i) the
                     reputation of such counsel for performing quality legal
                     work, (ii) the level of education and experience of such
                     counsel, (iii) the level of expertise of such counsel with
                     respect to the type of action, suit or proceeding involved,
                     and (iv) the existence of any conflict of interest that
                     such counsel may have in connection with such action, suit
                     or proceeding.

       2.     Method of Payment.

              (a)    Except as otherwise provided in (b) below, you shall, upon
                     making a written request to the Company accompanied by
                     supporting documentation as described below, be entitled to
                     receive promptly (but in no event more than 30 days after
                     the Company's receipt of such written request) from the
                     Company, and the Company agrees to pay to you, by check
                     payable in next day funds, the amount you are entitled to
                     receive from the Company pursuant to Section 1 (the
                     "Indemnified Amounts"). In making any such written request,
                     you shall submit to the Company a schedule setting forth in
                     reasonable detail the amount expended (or incurred and
                     expected to be expended) for each Indemnified Amount,
                     accompanied by a copy of the relevant bill, agreement or
                     other documentation.

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              (b)    In the event you are unsuccessful on the merits or
                     otherwise in the defense of any action, suit or proceeding
                     referred to in Section 1, you shall be similarly entitled
                     to receive promptly, but in no event more than 30 days
                     after the Company's receipt of such written request from
                     the Company, upon making a written request to the Company
                     accompanied by supporting documentation described above,
                     payment of Indemnified Amounts, unless a determination is
                     made within the 30 day period referred to above by (a) a
                     majority vote of directors of the Company who were not
                     parties to such action, suit or proceeding even though less
                     than a quorum, (b) a committee of such directors of the
                     Company, designated by a majority vote of such directors,
                     even though less than a quorum, or (c) independent legal
                     counsel (being an attorney or firm of attorneys who shall
                     not have otherwise performed services for the Company
                     within the last five years (other than with respect to
                     matters concerning your rights under this agreement or of
                     other indemnitees under similar indemnity agreements) in a
                     written opinion (which counsel shall be appointed if (a)
                     and (b) are not obtainable) that you have not met the
                     relevant standard for indemnification set forth in Section
                     1.

       3.     Advancement of Indemnified Amounts. Indemnified Amounts expended
              by you or reasonably expected to be expended by you within three
              months next succeeding a request by you as described below shall
              be paid by the Company in advance of the final resolution of any
              suit, action or proceeding (an "Advanced Amount") upon your
              written request, which shall include a schedule setting forth in
              reasonable detail the amount expended, or reasonably expected to
              be expended within the next three months, by you for any
              Indemnified Amount, accompanied by a copy of the relevant bill,
              agreement or other documentation. You may make as many requests
              for an Advanced Amount under this Section as you deem reasonably
              necessary to cover Indemnified Amounts expended or reasonably
              expected to be expended, provided that each request shall be at
              least for the sum of $1,000.

              You hereby agree to repay all Advanced Amounts to the Company by
              check payable in next day funds promptly following the final
              resolution of any action, suit or proceeding to which such
              Advanced Amounts relate if it is determined that you are not
              entitled to indemnification with respect thereto pursuant to
              Section 1.

              In the event that you are entitled to indemnification pursuant to
              Section 1, you shall have the right to seek payment for the
              portion of Indemnified Amounts which is in excess of Advanced
              Amounts received by you (the "Unadvanced Indemnified Amounts") by
              following the procedures set forth in Section 2; provided that the
              schedule of Indemnified Amounts shall in addition set forth each
              and every Advanced Amount received as of the date of such listing
              in order to calculate the net Unadvanced Indemnified Amounts.
              Alternatively, if you are entitled to indemnification pursuant to
              Section 1 and the total of the Advanced Amounts theretofore
              received by you exceeds the total amount of Indemnified Amounts,
              you shall pay the amount of the difference to the Company by a
              check payable in next day funds promptly upon the determination of
              the amount of such excess.

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Date
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       4.     Enforcement of Rights Under this Agreement. The rights to
              indemnification or advances pursuant to this agreement shall be
              enforceable by you in any court of competent jurisdiction and your
              expenses incurred in connection with successfully establishing
              your right to indemnification or advances, in whole or in part, in
              any such proceedings shall be paid by the Company. In any such
              proceeding, the Company shall have the burden of proving by the
              preponderance of the evidence that you are not entitled to
              indemnification or advances hereunder. Neither the failure of the
              Company (including its Board of Directors, independent legal
              counsel or stockholders) to have made a determination that you are
              entitled to indemnification or advances in the circumstances nor
              an actual determination by the Company (including its Board of
              Directors, independent legal counsel or stockholders) that you are
              not so entitled shall be a defense to an action or create a
              presumption that you are not so entitled.

       5.     Rights to Indemnification Not Exclusive; Subrogation Rights, Etc.
              The indemnification rights hereunder shall not be deemed exclusive
              of any other rights to which you may be entitled under any law,
              agreement, provision of the certificate of incorporation or bylaws
              of the Company, vote of stockholders or disinterested directors or
              otherwise, both as to action in your official capacity and as to
              action in another capacity while holding such office, and shall
              continue as to you after you have ceased to be a director,
              officer, employee or agent and shall inure to the benefit of your
              heirs, executors and administrators.

              In the event you shall receive payment from any insurance carrier
              or from the plaintiff in any action, suit or proceeding against
              you in respect of Indemnified Amounts after payments on account of
              all or part of such Indemnified Amounts have been made by the
              Company pursuant hereto, you shall reimburse to the Company the
              amount, if any, by which the sum of such payment by such insurance
              carrier or such plaintiff and payments by the Company to you
              exceeds such Indemnified Amounts; provided that such portions, if
              any, of any such insurance proceeds that are required to be
              reimbursed to the insurance carrier under the terms of its
              insurance policy shall not be deemed to be payments to you
              hereunder. In addition, upon payment of Indemnified Amounts
              hereunder, the Company shall be subrogated to your rights (to the
              extent thereof) against any insurance carrier in respect of such
              Indemnified Amounts (to the extent permitted under such insurance
              policies). Such right of subrogation shall be terminated upon
              receipt by the Company of the amount to be reimbursed by you
              pursuant to the first sentence of this Section.

       6.     Successors; Binding Agreement. The Company shall require any
              successor (whether direct or indirect, by purchase, merger,
              consolidation or otherwise) to all or substantially all of the
              business and/or assets of the Company, by agreement in form and
              substance reasonably satisfactory to you, expressly to assume and
              agree to perform this agreement in the same manner and to the same
              extent that the Company would be required to perform if no such
              succession had taken place.

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              This agreement shall inure to the benefit of and be enforceable by
              your personal or legal representatives, executors, administrators,
              successors, heirs, distributees, devisees and legatees. If you
              should die while any amounts would still be payable to you
              hereunder if you had continued to live, all such amounts, unless
              otherwise provided herein, shall be paid in accordance with the
              terms of this agreement to your devisee, legatee, or other
              designee, or if there be no such designee, to your estate.

       7.     Notice. For the purposes of this agreement, notices and all other
              communications provided for in this agreement shall be in writing
              and shall be deemed to have been duly given when delivered or
              mailed by United States registered mail, return receipt requested,
              postage prepaid, as follows:

                 if to you:



                 if to the Company:   TransTechnology Corporation
                                      150 Allen Road
                                      Liberty Corner, NJ 07938

                                      Attention:   Vice President, Secretary
                                                   and General Counsel

              or to such other address as either party may have furnished to the
              other in writing in accordance herewith, except that notices of
              change of address shall be effective only upon receipt.


       8.     Miscellaneous. No provision of this agreement may be modified,
              waived or discharged unless such waiver, modification or discharge
              is agreed to in writing signed by you and either the Company's
              Chairman of the Board, President or another officer of the Company
              specifically designated by the Board of Directors. No waiver by
              either party hereto at any time of any breach by the other party
              hereto of, or compliance with, any condition or provision of this
              agreement to be performed by such other party shall be deemed a
              waiver of similar or dissimilar provisions or conditions at the
              same or at any prior or subsequent time. No agreement or
              representations, verbal or otherwise, express or implied, with
              respect to the subject matter hereof have been made by either
              party which are not set forth expressly in this agreement. This
              agreement shall be governed by and construed in accordance with
              Delaware Law, without giving effect to the principles of conflicts
              of laws thereof.

       9.     Severability. The invalidity or unenforceability of any provision
              of this agreement shall not affect the validity or enforceability
              of any other provision of this agreement, which shall remain in
              full force and effect.


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       10.    Counterparts. This agreement may be executed in one or more
              counterparts, each of which shall be deemed to be an original but
              all of which together shall constitute one and the same
              instrument.

       11.    Modifications. No change in the Company's certificate of
              incorporation or by laws or in the Delaware General Corporation
              Law subsequent to the date of this agreement shall have the effect
              of limiting or eliminating the indemnification available under
              this agreement as to any act, omission or capacity for which this
              agreement provides indemnification at the time of such act,
              omission or capacity. To the extent that a change in the Delaware
              General Corporation Law (whether by statute or judicial decision)
              permits greater indemnification by agreement than would be
              afforded currently under the Company's certificate of
              incorporation, by laws and this agreement, it is the intent of the
              parties hereto that you shall enjoy by this agreement the greater
              benefits so afforded by such change. If any change in the Delaware
              General Corporation Law diminishes the power of the Company to
              indemnify you, such change, except to the extent otherwise
              required by law to be applied to this agreement, shall have no
              effect on this agreement or the parties' rights and obligations
              hereunder.

       If this letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Secretary of the Company the enclosed copy
of this letter, which shall then constitute our agreement on this matter.

       This agreement is entered into and is effective as of the date first
written above.

                                                TRANSTECHNOLOGY CORPORATION

                                                By:
                                                       ---------------------
                                                       Name:
                                                       Title:

Agreed to and accepted this
     day of                 , 2
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