INDEMNIFICATION AGREEMENT


     THIS  INDEMNIFICATION  AGREEMENT,  made and  entered  into  this ___ day of
___________,  2000 ("Agreement"),  by and between HARBOUR  ENTERTAINMENT INC., a
Delaware  corporation  (the  "Corporation",  which term shall include any one or
more   of   its   subsidiaries   where   appropriate),    and   ________________
("Indemnitee"):

     WHEREAS,  highly  competent  persons are becoming  more  reluctant to serve
publicly-held  corporations  as directors or as officers or in other  capacities
unless they are provided with adequate  protection through insurance or adequate
indemnification  against  inordinate  risks of claims and actions  against  them
arising out of their service to, and activities on behalf of, such corporations;
and

     WHEREAS,  the statutes and judicial duties regarding the duties of officers
and  directors  are often  difficult  to apply,  ambiguous  or  conflicting  and
therefore fail to provide such directors and officers with adequate and reliable
knowledge of legal risks to which they are exposed or information  regarding the
proper cause of action to take; and

     WHEREAS,  the current  impracticability of obtaining adequate insurance and
the uncertainties  relating to indemnification  have increased the difficulty of
attracting and retaining such persons; and

     WHEREAS,  the  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  has determined that the difficulty in attracting and retaining such
persons is detrimental to the best interests of the  Corporation's  stockholders
and that the  Corporation  should act to assure such  persons that there will be
increased certainty of such protection in the future; and

     WHEREAS,  the  Corporation  believes  it is unfair  for the  directors  and
officers to assume the risk of huge judgments and other expenses which may occur
in cases in which the director or officer acted in good faith; and

     WHEREAS,  Article 7 of the Business  Corporation  law of New York ("Article
7") under which the  Corporation  is  organized,  empowers  the  Corporation  to
indemnify its officers and  directors by agreement  and expressly  provides that
the indemnification provided by Article 7 is not exclusive; and

     WHEREAS,  it is  reasonable,  prudent  and  necessary  for the  Corporation
contractually to obligate itself to indemnify such persons to the fullest extent
permitted  by  applicable  law so that they will serve or  continue to serve the
Corporation free from undue concern that they will not be so indemnified; and
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     WHEREAS,  Indemnitee is willing to serve,  continue to serve and/or to take
on additional  service for or on behalf of the Corporation on the condition that
he be so indemnified;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
contained herein, the Corporation and Indemnitee do hereby covenant and agree as
follows:

     1. DEFINITIONS FOR PURPOSES OF THIS AGREEMENT:

     (a) "Change in Control"  means a change in control of the  Corporation of a
nature  that  would be  required  to be  reported  in  response  to Item 5(f) of
Schedule  14A of  Regulation  14A (or in response to any similar item or similar
schedule or form)  promulgated  under the  Securities  Exchange Act of 1934 (the
"Act"),  whether  or not the  Corporation  is  then  subject  to such  reporting
requirement;  provided,  however,  that,  without  limitation,  such a Change in
Control  shall be deemed to have  occurred if (i) any  "person" (as such term is
used in  Sections  13(d) and  14(d) of the Act) is or  becomes  the  "beneficial
owner" (as defined in Rule 13d-3  under the Act),  directly  or  indirectly,  of
securities of the  Corporation  representing  20% or more of the combined voting
power  of the  Corporation's  then  outstanding  securities  without  the  prior
approval  of at least  two-thirds  of the members of the Board of  Directors  in
office immediately prior to such person attaining such percentage interest; (ii)
the Corporation is a party to a merger,  consolidation,  sale of assets or other
reorganization,  or a proxy  contest,  as a consequence  of which members of the
Board of  Directors in office  immediately  prior to such  transaction  or event
constitute  less than  two-thirds  of the Board of Directors  thereafter;  (iii)
during any period of twenty-four (24) consecutive months, individuals who at the
beginning of such period constituted the Board of Directors  (including for this
purpose any new  director  whose  election  or  nomination  for  election by the
Corporation's  stockholders was approved by a vote of at least two-thirds of the
directors  then  still in office who were  directors  at the  beginning  of such
period) cease for any reason to  constitute at least  two-thirds of the Board of
Directors;  or  (iv)  the  stockholders  of the  Corporation  approve  a plan of
complete  liquidation  of the  Corporation  or an  agreement  for  the  sale  or
disposition by the Corporation (in one transaction or a series of  transactions)
of all or substantially all of the Corporation's assets.

     (b)  "Potential  Change in Control" shall be deemed to have occurred if (i)
the Corporation enters into an agreement, the consummation of which would result
in the  occurrence  of a  Change  in  Control;  (ii)  a  person  (including  the
Corporation)  publicly  announces a legitimate  intention to take or to consider
taking actions which if consummated would constitute a Change in Control;  (iii)
any person,  other than a trustee or other fiduciary holding securities under an
employee  benefit plan of the  Corporation or a corporation  owned,  directly or
indirectly,  by the  shareholders of the Corporation in  substantially  the same
proportions as their  ownership of stock of the  Corporation,  who is or becomes
the beneficial owner,  directly or indirectly,  of securities of the Corporation
representing 9.5% or more of the combined voting power of the Corporation's then
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outstanding  Voting  Securities,  increases  his  beneficial  ownership  of such
securities  by five  percentage  points or more over the  percentage so owned by
such person;  or (iv) the Board of Directors  adopts a resolution  to the effect
that,  for  purposes  of this  Agreement,  a  Potential  Change in  Control  has
occurred.

     (c)  "Corporate  Status"  describes the status of a person who is or was or
has agreed to become a director,  officer, employee or agent of the Corporation,
or served at the request of the  Corporation as a director,  officer,  employee,
trustee or agent of another corporation,  partnership,  joint, venture, trust or
other enterprise.

     (d) "Disinterested Director" means a director of the Corporation who is not
and was not a party to the  Proceeding  in respect of which  indemnification  is
sought by Indemnitee.

     (e)  "Proceeding"  includes any threatened,  pending or completed  inquiry,
action,   suit,    arbitration,    alternate   dispute   resolution   mechanism,
investigation,  administrative  hearing or any other proceeding,  whether civil,
criminal, administrative or investigative, except one initiated by an Indemnitee
pursuant to Section  12(a) of this  Agreement  to enforce his rights  under this
Agreement.

     (f) "Expenses" includes all direct and indirect costs of any type or nature
whatsoever  (including,  without  limitation,  all  attorneys'  fees and related
disbursements,  other out-of-pocket  costs and reasonable  compensation for time
spent  by the  Indemnitee  for  which  he is not  otherwise  compensated  by the
Corporation  or any third  party,  provided  that the rate of  compensation  and
estimated  time  involved  is  approved  in advance by the Board of  Directors),
actually and reasonably incurred by the Indemnitee in connection with either the
investigation,  defense or appeal of a  Proceeding  (including  amounts  paid in
settlement by or on behalf of  Indemnitee),  or the  prosecution of an action or
proceeding,   including   appeals,   to   establish   or   enforce  a  right  to
indemnification  under  this  Agreement,  Article 7 or  otherwise.  Expenses  as
defined  herein,  shall not include any judgments,  fines or penalties  actually
levied against the Indemnitee.

     (g)  "Independent  Counsel"  means (i) any law firm or member of a law firm
which the Board of Directors may  designate  from time to time provided that the
law firm or member of the law firm so  designated is  experienced  in matters of
corporation  law and neither  presently is, nor in the past five years has been,
retained to represent:  (A) the Corporation or Indemnitee in any matter material
to either such party, or (B) any other party to the Proceeding  giving rise to a
claim for indemnification  hereunder.  Notwithstanding  the foregoing,  the term
"Independent  Counsel"  shall not include any person who,  under the  applicable
standards  of  professional  conduct then  prevailing,  would have a conflict of
interest in  representing  either the  Corporation or Indemnitee in an action to
determine  Indemnitee's rights under this Agreement arising on or after the date
of this  Agreement,  regardless of when the  Indemnitee's  act or failure to act
occurred.
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     2. SERVICES BY INDEMNITEE.

     Indemnitee  agrees  to serve or  continue  to  serve as a  Director  of the
Corporation  so  long  as he is duly  appointed  or  elected  and  qualified  in
accordance  with the applicable  provisions of the By-Laws of the Corporation or
the  By-Laws  of any  subsidiary  of the  Corporation  or until  such time as he
tenders  his  resignation  in  writing.  This  Agreement  shall not  impose  any
obligation on the  Indemnitee or the  Corporation  to continue the  Indemnitee's
position with the Corporation  beyond any period  otherwise  applicable,  nor to
create any right to continued employment of the Indemnitee in any capacity.

     3. GENERAL.

     The Corporation  shall indemnify,  and shall advance Expenses to Indemnitee
as provided in this Agreement and to the fullest extent permitted by law.

     4.  PROCEEDINGS   OTHER  THAN  PROCEEDINGS  BY  OR  IN  THE  RIGHT  OF  THE
         CORPORATION.

     Indemnitee shall be entitled to the rights of  indemnification  provided in
this Section 4 if, by reason of his Corporate Status, he is, or is threatened to
be made, a party to any  Proceeding,  other than a Proceeding by or in the right
of the Corporation.  Pursuant to this Section 4, Indemnitee shall be indemnified
against  Expenses,  including  amounts  paid  in  settlement,  as  well  as  any
judgments,  fines and penalties levied or awarded against him in connection with
such Proceeding or any claim, issue or matter therein, if he acted in good faith
and in a manner he  reasonably  believed  to be in, or not  opposed to, the best
interests of the Corporation,  and, with respect to any criminal Proceeding, had
no reasonable cause to believe his conduct was unlawful.

     5. PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.

     Indemnitee shall be entitled to the rights of  indemnification  provided in
this Section 5, if, by reason of his Corporate  Status,  he is, or is threatened
to be made, a party to any threatened,  pending or completed  Proceeding brought
by or in the right of the  Corporation  to  procure  a  judgment  in its  favor.
Pursuant to this  Section,  Indemnitee  shall be  indemnified  against  Expenses
actually  incurred by him or on his behalf in connection with such Proceeding if
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed  to,  the  best  interests  of  the  Corporation.   Notwithstanding  the
foregoing,  no indemnification against such Expenses shall be made in respect of
any claim, issue or matter as to which Indemnitee shall have been adjudged to be
liable to the Corporation if such  indemnification  is not permitted by the laws
of the  State of New York or  other  applicable  law;  provided,  however,  that
indemnification  against Expenses  nevertheless shall by made by the Corporation
in such  event to the extent  that the  courts of the State of New York,  or the
court in which such  Proceeding  shall have been  brought or is  pending,  shall
determine.
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     6.  INDEMNIFICATION  FOR  EXPENSES  OF A  PARTY  WHO IS  WHOLLY  OR  PARTLY
         SUCCESSFUL.

     Notwithstanding  any other provision of this Agreement,  to the extent that
Indemnitee is, by reason of his Corporate  Status, a party to and is successful,
on the merits or otherwise,  in any Proceeding,  he shall be indemnified against
all Expenses actually incurred by him or on his behalf in connection  therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful,  on
the merits or otherwise,  as to one or more but less than all claims,  issues or
matters in such Proceeding,  the Corporation shall indemnify  Indemnitee against
all Expenses  actually  incurred by him or on his behalf in connection with each
successfully  resolved claim, issue or matter. For purposes of this Section, but
without  limitation,  the  termination  of any claim,  issue or matter in such a
Proceeding  by  dismissal or  withdrawal,  with or without  prejudice,  shall be
deemed to be a successful result as to such claim, issue or matter.

     7. ADVANCE OF EXPENSES.

     The  Corporation  shall advance all reasonable  Expenses  incurred by or on
behalf of Indemnitee in connection with any Proceeding  within twenty days after
the receipt by the  Corporation  of a statement or  statements  from  Indemnitee
requesting such advance or advances from time to time, whether prior to or after
final  disposition  of such  Proceeding.  Such  statement  or  statements  shall
evidence or reflect the Expenses  incurred by Indemnitee and shall include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses  advanced if it is  determined  ultimately  that  Indemnitee is not
entitled to be indemnified against such Expenses.

     8. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

     (a) To obtain indemnification under this Agreement, Indemnitee shall submit
to the  Corporation  a written  request,  including  therein or  therewith  such
documentation  and  information as is reasonably  available to Indemnitee and is
reasonably  necessary  to  determine  whether and to what extent  Indemnitee  is
entitled  to  indemnification.  Promptly  upon  receipt  of such a  request  for
indemnification,  the  Secretary  of the  Corporation  shall advise the Board of
Directors in writing that Indemnitee has requested indemnification.

     (b) Upon written  request by  Indemnitee  for  indemnification  pursuant to
Section  8(a) hereof,  a  determination,  if required by  applicable  law,  with
respect to Indemnitee's  entitlement  thereto shall be made in the specific case
as  follows:  (i) if a Change in Control  shall have  occurred,  by  Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee (unless Indemnitee shall request that such determination
be made by the Board of Directors, in which case the determination shall be made
in the  manner  provided  below in clauses  (ii) or (iii));  (ii) if a Change of
Control  shall not have  occurred,  (A) by the Board of  Directors by a majority
vote of a quorum  consisting of Disinterested  Directors,  or (B) if a quorum of
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the Board of Directors  consisting of Disinterested  Directors is not obtainable
or, even if obtainable, if such quorum of Disinterested Directors so directs, by
Independent  Counsel in a written  opinion to the Board of Directors,  a copy of
which shall be  delivered  to  Indemnitee;  (iii) as provided in Section 9(b) of
this  Agreement;  and,  if it is  determined  that  Indemnitee  is  entitled  to
indemnification,  payment to Indemnitee shall be made within ten (10) days after
such  determination.  Indemnitee  shall  cooperate  with the person,  persons or
entity making such  determination  with respect to  Indemnitee's  entitlement to
indemnification,  including  providing  to such  person,  persons or entity upon
reasonable  advance  request  any  documentation  or  information  which  is not
privileged  or  otherwise  protected  from  disclosure  and which is  reasonably
available to Indemnitee  and  reasonably  necessary to such  determination.  Any
costs or Expenses  (including  attorneys'  fees and  disbursements)  incurred by
Indemnitee in so cooperating  shall be borne by the  Corporation  (regardless of
the  determination as to Indemnitee's  entitlement to  indemnification)  and the
Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

     (c) In the event the determination of entitlement to  indemnification is to
be made by Independent  Counsel pursuant to Section 8(b) of this Agreement,  and
no counsel  shall have been  designated  previously by the Board of Directors or
the Independent Counsel so designated is unwilling or unable to serve, then, (i)
if no Change of Control shall have occurred,  the  Independent  Counsel shall be
selected by the Board of Directors and the Corporation shall give written notice
to  Indemnitee  advising  him of the  identity  of the  Independent  Counsel  so
selected;  (ii) if a Change of Control  shall  have  occurred,  the  Independent
Counsel shall be selected by Indemnitee  (unless  Indemnitee  shall request that
such  selection be made by the Board of Directors,  in which event the preceding
sentence  shall  apply),  and  Indemnitee  shall  give  written  notice  to  the
Corporation  advising it of the identity of the Independent Counsel so selected.
In either event, Indemnitee or the Corporation,  as the case may be, may, within
7 days after such written notice of selection shall have been given,  deliver to
the  Corporation  or to Indemnitee,  as the case may be, a written  objection to
such  selection.  Such  objection  may be  asserted  only on the ground that the
Independent  Counsel so selected does not meet the  requirement of  "Independent
Counsel" as defined in this  Agreement,  and the objection  shall set forth with
particularity the factual basis of such assertion.  If such written objection is
made, the Independent  Counsel so selected may not serve as Independent  Counsel
unless and until a court has  determined  that such  objection is without merit.
If,  within 20 days after  submission  by  Indemnitee  of a written  request for
indemnification  pursuant to Section 8(a) hereof,  no Independent  Counsel shall
have been  selected or if selected,  shall have been  objected to, in accordance
with this Section 8(c),  either the  Corporation  or Indemnitee may petition the
courts of the State of New York or other  court of  competent  jurisdiction  for
resolution of any  objection  which shall have been made by the  Corporation  or
Indemnitee  to the  other's  selection  of  Independent  Counsel  and/or for the
appointment as Independent  Counsel of a person selected by the Court or by such
other person as the Court shall  designate,  and the person with respect to whom
an  objection  is  favorably  resolved or the person so  appointed  shall act as
Independent Counsel under Section 8(b) hereof. The Corporation shall pay any and
all  reasonable  fees and  expenses  of  Independent  Counsel  incurred  by such
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Independent  Counsel in connection with the performance of his  responsibilities
pursuant to Section 8(b) hereof,  and the  Corporation  shall pay all reasonable
fees and  Expenses  incident to the  implementation  of the  procedures  of this
Section  8(c),  regardless of the manner in which such  Independent  Counsel was
selected or appointed.  Upon the due commencement of any judicial  proceeding or
arbitration pursuant to Section 12 of this Agreement,  Independent Counsel shall
be  discharged  and  relieved of any  further  responsibility  in such  capacity
(subject to the applicable standards of professional conduct then prevailing).

     9. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

     (a) If a Change of Control shall have occurred,  in making a  determination
with respect to entitlement to indemnification hereunder, the person, persons or
entity making such  determination  shall presume that the Indemnitee is entitled
to  indemnification  under this  Agreement  if the  Indemnitee  has  submitted a
request for  indemnification  in accordance with Section 8(a) of this Agreement,
and the Corporation  shall have the burden of proof to overcome that presumption
in connection with the making of any determination  contrary to that presumption
by any person, persons or entity.

     (b) If within 30 days after receipt by the  Corporation  of the request for
indemnification,  the Board shall not have made a  determination  under  Section
8(b)(i) or  8(b)(ii)(A)  with regard  thereto,  the requisite  determination  of
entitlement to indemnification shall be deemed to have been made in favor of the
Indemnitee  who then shall be entitled to such  indemnification.  The  foregoing
provisions  of this  Section  9(b)  shall  not  apply  if the  determination  of
entitlement to indemnification is to be made by Independent  Counsel pursuant to
Section 8(b)(i) or 8(b)(ii)(B) of this Agreement.

     (c) The  termination  of any  Proceeding  or of any claim,  issue or matter
therein by judgment,  order,  settlement or  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not (except as otherwise expressly provided
in this  Agreement) of itself  adversely  affect the right of the  Indemnitee to
indemnification  or create a presumption that the Indemnitee did not act in good
faith and in a manner which he reasonably  believed to be in, or not opposed to,
the  best  interests  of the  Corporation  or,  with  respect  to  any  criminal
Proceeding, that the Indemnitee had reasonable cause to believe that his conduct
was unlawful.

     10. ASSUMPTION OF DEFENSE.

     In the event the Corporation  shall be obligated to pay the Expenses of any
Proceeding  against the Indemnitee,  the Corporation,  if appropriate,  shall be
entitled  to assume the  defense of such  Proceeding,  with  counsel  reasonably
acceptable  to the  Indemnitee,  upon the delivery to the  Indemnitee of written
notice of its election to do so. After delivery of such notice, approval of such
counsel by the Indemnitee and the retention of such counsel by the  Corporation,
the  Corporation  will not be liable to the Indemnitee  under this Agreement for
any fees of counsel subsequently  incurred by the Indemnitee with respect to the
same Proceeding, provided that (i) the Indemnitee shall have the right to employ
his counsel in such Proceeding at the Indemnitee's  expense; and (ii) if (a) the
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employment  of counsel  by the  Indemnitee  has been  previously  authorized  in
writing by the Corporation,  (b) the Corporation shall have reasonably concluded
that  there may be a  conflict  of  interest  between  the  Corporation  and the
Indemnitee in the conduct of any such defense, or (c) the Corporation shall not,
in fact,  have employed  counsel to assume the defense of such  Proceeding,  the
fees and  Expenses of the  Indemnitee's  counsel  shall be at the expense of the
Corporation.

     11. ESTABLISHMENT OF A TRUST.

     (a) In the event of a Potential Change in Control,  the  Corporation,  upon
written request by the  Indemnitee,  shall create a trust for the benefit of the
Indemnitee and from time to time upon written  request of the  Indemnitee  shall
fund such trust in an amount sufficient to satisfy any and all Expenses which at
the time of each such request it is reasonably  anticipated  will be incurred in
connection  with a Proceeding  for which the Indemnitee is entitled to rights of
indemnification  under Section 4 or 5 hereof, and any and all judgments,  fines,
penalties  and  settlement  amounts  of any and all  proceedings  for  which the
Indemnitee  is entitled to rights of  indemnification  under Section 4 or 5 from
time to time actually paid or claimed,  reasonably anticipated or proposed to be
paid.  The  amount or  amounts  to be  deposited  in the trust  pursuant  to the
foregoing  funding  obligation  shall be  determined  by the  party who would be
required to make the determination of the Indemnitee's  right to indemnification
under Section 8(b) hereof (the "Reviewing Party").  The terms of the trust shall
provide  that upon a Change in Control (i) the trust shall not be revoked or the
principal thereof invaded,  without the written consent of the Indemnitee,  (ii)
the  trustee  shall  advance,  within  two  business  days of a  request  by the
Indemnitee,  any and all Expenses to the Indemnitee  (and the Indemnitee  hereby
agrees to reimburse the trust under the circumstances under which the Indemnitee
would be required to reimburse the  Corporation  under Section 7 hereof),  (iii)
the trust shall continue to be funded by the  Corporation in accordance with the
funding  obligation set forth above,  (iv) the trustee shall promptly pay to the
Indemnitee  all  amounts  for  which  the   Indemnitee   shall  be  entitled  to
indemnification  pursuant to this Agreement or otherwise, and (v) all unexpended
funds in such trust shall revert to the Corporation  upon a final  determination
by the Reviewing Party or a court of competent jurisdiction, as the case may be,
that  Indemnitee has been fully  indemnified  under the terms of this Agreement.
The trustee shall be an institutional  trustee with a highly regarded reputation
chosen  by the  Indemnitee.  Nothing  in  this  Section  11  shall  relieve  the
Corporation of any of its obligations under this Agreement.

     (b)  Nothing  contained  in this  Section  11 shall  prevent  the  Board of
Directors  of the  Corporation  in its  discretion  at any time and from time to
time, upon request of the Indemnitee,  from providing security to the Indemnitee
for the  Corporation's  obligations  hereunder  through an  irrevocable  line of
credit or other collateral.  Any such security, once provided to the Indemnitee,
may not be revoked or released without the prior consent of the Indemnitee.
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     12. REMEDIES OF INDEMNITEE.

     (a) In the event that any one or more of the  following  events  shall have
occurred:  (i) a  determination  is made pursuant to Section 8 of this Agreement
that Indemnitee is not entitled to  indemnification  under this Agreement;  (ii)
Expenses are not advanced timely in accordance with Section 7 of this Agreement;
(iii) the  determination  of  entitlement  to  indemnification  is to be made by
Independent  Counsel  pursuant  to  Section  8(b) of  this  Agreement  and  such
determination shall not have been made and delivered in a written opinion within
90 days after  receipt by the  Corporation  of the request for  indemnification;
(iv)  payment  of  indemnification  is not made  pursuant  to  Section 6 of this
Agreement  within ten days after receipt by the Corporation of a written request
therefor;  (v)  payment of  indemnification  is not made within ten days after a
determination  has been made that Indemnitee is entitled to  indemnification  or
such  determination is deemed to have been made pursuant to Section 9(b) of this
Agreement;  and/or (vi) the  Corporation  fails to comply  with its  obligations
under Section 11(a) with regard to the  establishment  or funding of a trust for
Expenses, the Indemnitee shall be entitled to an adjudication of his entitlement
to such  indemnification,  advancement  of  Expenses  or the  establishment  and
funding of the trust in an appropriate court of the State of New York, or in any
other court of competent jurisdiction. Alternatively, Indemnitee, at his option,
may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the rules of the American Arbitration Association.  Indemnitee shall commence
such proceeding  seeking an  adjudication or an award in arbitration  within 180
days following the date on which Indemnitee first has the right to commence such
proceeding  pursuant  to this  Section  12.  The  Corporation  shall not  oppose
Indemnitee's right to seek any such adjudication or award in arbitration.

     (b)  Whenever  a  determination  is  made  pursuant  to  Section  8 of this
Agreement  that  Indemnitee  is not  entitled to  indemnification,  the judicial
proceeding  or  arbitration  commenced  pursuant  to this  Section  12  shall be
conducted in all respects as a de novo trial, or arbitration,  on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. If a
Change of Control shall have occurred,  the Corporation shall have the burden of
proving that  Indemnitee is not entitled to  indemnification  or  advancement of
Expenses,  as the  case  may  be,  in any  judicial  proceeding  or  arbitration
commenced pursuant to this Section 12.

     (c) If a  determination  shall  have  been made or deemed to have been made
pursuant  to  Section  8 of  this  Agreement  that  Indemnitee  is  entitled  to
indemnification,  the Corporation  shall be bound by such  determination  in any
judicial proceeding or arbitration  commenced pursuant to this Section 12 absent
(i) a  misstatement  by  Indemnitee  of a material  fact,  or an  omission  of a
material  fact   necessary  to  make   Indemnitee's   statement  not  materially
misleading,  in  connection  with the  request  for  indemnification,  or (ii) a
prohibition of such indemnification under applicable law.

     (d) The  Corporation  shall be  precluded  from  asserting  in any judicial
proceeding  or  arbitration  commenced  pursuant  to this  Section  12 that  the
procedures  and  presumptions  of this  Agreement  are not  valid,  binding  and
enforceable  and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Agreement.
<PAGE>
     (e) In the event that  Indemnitee,  pursuant to this  Section  12,  seeks a
judicial adjudication or an award in arbitration to enforce his rights under, or
to recover damages for breach of, this Agreement,  Indemnitee  shall be entitled
to recover from the  Corporation,  and shall be indemnified  by the  Corporation
against,  any and all expenses  (of the types  described  in the  definition  of
Expenses  in  this  Agreement)  actually  incurred  by  him in  connection  with
obtaining such judicial  adjudication  or  arbitration,  but only if he prevails
therein. If it shall be determined in said judicial  adjudication or arbitration
that  Indemnitee is entitled to receive part but not all of the  indemnification
or  advancement  of Expenses  sought,  the Expenses  incurred by  Indemnitee  in
connection with such judicial adjudication or arbitration shall be appropriately
prorated.

     13. NON-EXCLUSIVITY; DURATION OF AGREEMENT; INSURANCE: SUBROGATION.

     (a) The rights of indemnification and to receive advancement of Expenses as
provided by this Agreement shall not be deemed  exclusive of any other rights to
which  Indemnitee  may at  any  time  be  entitled  under  applicable  law,  the
Corporation's  certificate of incorporation or by-laws,  any other agreement,  a
vote of stockholders or a resolution of directors, or otherwise.  This Agreement
shall  continue  until and  terminate  upon the later of: (a) 10 years after the
date that Indemnitee shall have ceased to serve as an officer or director of the
Corporation,  or (b) the final termination of all pending Proceedings in respect
of which  Indemnitee is granted  rights of  indemnification  or  advancement  of
Expenses  hereunder and of any  proceeding  commenced by Indemnitee  pursuant to
Section 12 of this Agreement  relating thereto.  This Agreement shall be binding
upon the  Corporation  and its  successors  and  assigns  and shall inure to the
benefit of Indemnitee and his heirs, executors and administrators.

     (b) (i) To the extent that the Corporation maintains an insurance policy or
policies  providing  liability  insurance  for  directors  and  officers  of the
Corporation,  Indemnitee  shall  be  covered  by  such  policy  or  policies  in
accordance  with  the  terms  thereof  to the  maximum  extent  of the  coverage
available for any such  director or officer  under such policy or policies.  The
Corporation  shall  take all  necessary  or  appropriate  action  to cause  such
insurers to pay on behalf of the Indemnitee  all amounts  payable as a result of
the commencement of a proceeding in accordance with the terms of such policy.

     (ii) For a period of three years after the date the  Indemnitee  shall have
ceased to serve as an officer or director of the  Corporation,  the  Corporation
will provide officers and directors  liability insurance for Indemnitee on terms
no  less  favorable  than  the  terms  of  the  liability  insurance  which  the
Corporation then provides to the current officers and directors;  provided, that
the  Corporation  provides  officers and  directors  liability  insurance to its
current officers and directors;  and provided further,  that the annual premiums
for the  liability  insurance to be provided to the  Indemnitee do not exceed by
more than 50% the premium  charged  for the  coverage  available  for any of the
Corporation's current officers and directors.
<PAGE>
     (c) In the event of any payment under this Agreement, the Corporation shall
be  subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee,  who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Corporation to bring suit to enforce such rights.

     (d) The  Corporation  shall not be liable under this  Agreement to make any
payment of amounts otherwise  indemnifiable  hereunder if and to the extent that
Indemnitee  otherwise  actually has received  such payment  under any  insurance
policy, contract, agreement or otherwise.

     14. SEVERABILITY.

     If any  provision  or  provisions  of this  Agreement  shall  be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (a) the validity,
legality  and  enforceability  of the  remaining  provisions  of this  Agreement
(including  without  limitation,  each portion of any Section of this  Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not  itself  invalid,  illegal  or  unenforceable)  shall  not in any  way be
affected  or  impaired  thereby;  and (b) to the  fullest  extent  possible  the
provisions of this Agreement (including, without limitation, each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

     15. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.

     Except as otherwise provided  specifically herein,  Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any Proceeding,  or any claim herein,  brought or made by him against
the Corporation.

     16. HEADINGS.

     The  headings  of  the  paragraphs  of  this  Agreement  are  inserted  for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

     17. MODIFICATION AND WAIVER.

     This  Agreement may be amended from time to time to reflect  changes in New
York law or for other reasons. 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 provision hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.
<PAGE>
     18. NOTICE BY INDEMNITEE.

     Indemnitee  agrees promptly to notify the Corporation in writing upon being
served with any summons, citation, subpoena, complaint, indictment,  information
or other  document  relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder; provided, however,
that the failure to give any such notice  shall not  disqualify  the  Indemnitee
from indemnification hereunder.

     19. NOTICES.

     All notices,  requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if (i)  delivered by hand
to the  party  to whom  said  notice  or other  communication  shall  have  been
directed,  (ii) mailed by certified or registered  mail with postage  prepaid or
(iii) delivered by facsimile transmission electronically confirmed.

     (a) If to Indemnitee, to:





     (b) If to the Corporation, to:

         HARBOUR ENTERTAINMENT INC.
         100A Gary Way
         Ronkonkoma, New York  11779

         with a copy to:

         BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
         100 Jericho Quadrangle
         Jericho, New York  11753
         Attn: David H. Lieberman
         Fax No: (516) 822-4824

or to such  other  address  as may have  been  furnished  to  Indemnitee  by the
Corporation or to the Corporation by Indemnitee, as the case may be.
<PAGE>
     20. GOVERNING LAW.

     The parties agree that this  Agreement  shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.

                              HARBOUR ENTERTAINMENT INC.



                              By:
                                    Name:
                                    Title:


                              INDEMNITEE: