CONTESSA CORPORATION

                            INDEMNIFICATION AGREEMENT

     This Indemnification  Agreement ("Agreement") is made as of               ,
                                                                 --------------
2000  by  and  between  Contessa   Corporation,   a  Delaware  corporation  (the
"Company"), and                       ("Indemnitee").
                ---------------------

     WHEREAS,  Indemnitee  is a director of the Company  and  performs  valuable
services in such capacities for the Company;

     WHEREAS,  the Company and Indemnitee  recognize the substantial increase in
corporate  litigation in general,  subjecting  directors,  officers,  employees,
agents and  fiduciaries  to expensive  litigation  risks at the same time as the
availability and coverage of liability insurance may be limited;

     WHEREAS,  the Company and  Indemnitee  further  recognize the difficulty in
obtaining liability insurance for its directors, officers, employees, agents and
fiduciaries,  the  significant  increases in the cost of such  insurance and the
general reductions in the coverage of such insurance;

     WHEREAS,  Indemnitee  does not regard the current  protection  available as
adequate  under  the  present  circumstances,   and  the  Indemnitee  and  other
directors, officers, employees, agents and fiduciaries of the Company may not be
willing to continue to serve in such capacities without  additional  protection;
and

     WHEREAS,  the Company  desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part, in
order to induce  Indemnitee to continue to provide  services to the Company as a
director, the Company wishes to provide for the indemnification and advancing of
expenses to Indemnitee to the maximum extent permitted by law.

     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

     1.   Indemnification.
          ---------------

          (a)   Indemnification   of  Expenses.   The  Company  shall  indemnify
                ------------------------------
Indemnitee to the fullest  extent  permitted by law if  Indemnitee  was or is or
becomes a party to or witness or other  participant  in, or is  threatened to be
made a party to or witness or other  participant in, any threatened,  pending or
completed action, suit,  proceeding or alternative dispute resolution mechanism,
or any hearing,  inquiry or investigation that Indemnitee in good faith believes
might  lead  to  the  institution  of  any  such  action,  suit,  proceeding  or
alternative   dispute   resolution   mechanism,    whether   civil,    criminal,
administrative,  investigative or other (hereinafter a "Claim") by reason of (or
arising  in part  out of) any  event or  occurrence  related  to the  fact  that
Indemnitee is


<PAGE>

or was a director,  officer, employee, agent or fiduciary of the Company, or any
subsidiary of the Company, or is or was serving at the request of the Company as
a  director,  officer,  employee,  agent or  fiduciary  of another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or by  reason of any
action or  inaction on the part of  Indemnitee  while  serving in such  capacity
(hereinafter an "Indemnifiable  Event") against any and all expenses  (including
attorneys'  fees and all other  costs,  expenses  and  obligations  incurred  in
connection with investigating, defending, being a witness in or participating in
(including on appeal),  or preparing to defend,  be a witness in or  participate
in, any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation), judgments, fines, penalties and amounts paid
in settlement (if such  settlement is approved in advance by the Company,  which
approval  shall not be  unreasonably  withheld)  of such Claim and any  federal,
state,  local or  foreign  taxes  imposed on the  Indemnitee  as a result of the
actual or deemed  receipt of any payments  under this  Agreement  (collectively,
hereinafter "Expenses"),  including all interest,  assessments and other charges
paid or payable in connection with or in respect of such Expenses.  Such payment
of Expenses shall be made by the Company as soon as practicable but in any event
no later than thirty (30) days after written  demand by  Indemnitee  therefor is
presented to the Company.

          (b)   Reviewing  Party.   Notwithstanding   the  foregoing,   (i)  the
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obligations  of the Company under Section l(a) shall be subject to the condition
that the  Reviewing  Party (as described in Section 10(e) hereof) shall not have
determined (in a written  opinion,  in any case in which the  Independent  Legal
Counsel  referred to in Section 1(c) hereof is involved) that  Indemnitee  would
not be permitted to be indemnified under applicable law, and (ii) the obligation
of the Company to make an advance payment of Expenses to Indemnitee  pursuant to
Section 2(a) (an "Expense  Advance") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be  reimbursed  by  Indemnitee  (who hereby  agrees to reimburse the
Company) for all such  amounts  theretofore  paid;  provided,  however,  that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent  jurisdiction  to secure a  determination  that  Indemnitee  should be
indemnified under applicable law, any determination  made by the Reviewing Party
that Indemnitee  would not be permitted to be indemnified  under  applicable law
shall not be binding  and  Indemnitee  shall not be required  to  reimburse  the
Company for any Expense  Advance until a final  judicial  determination  is made
with  respect  thereto  (as to which all  rights of appeal  therefrom  have been
exhausted or lapsed).  Indemnitee's  obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged thereon.  If
there has not been a Change in Control (as defined in Section 10(c) hereof), the
Reviewing  Party shall be selected by the Board of  Directors,  and if there has
been such a Change in Control  (other  than a Change in  Control  which has been
approved by a majority of the Company's  Board of Directors  who were  directors
immediately  prior to such Change in Control),  the Reviewing Party shall be the
Independent  Legal Counsel referred to in Section l(c) hereof. If there has been
no  determination  by the Reviewing Party or if the Reviewing  Party  determines
that Indemnitee  substantively would not be permitted to be indemnified in whole
or in part under  applicable  law,  Indemnitee  shall have the right to commence
litigation seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof,  including the legal
or factual bases therefor, and the Company hereby consents



                                      -2-
<PAGE>

to service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.

          (c)   Change in Control.  The Company agrees that if there is a Change
                -----------------
in  Control  of the  Company  (other  than a Change  in  Control  which has been
approved by a majority of the Company's  Board of Directors  who were  directors
immediately  prior to such Change in Control)  then with  respect to all matters
thereafter  arising  concerning the rights of Indemnitee to payments of Expenses
and Expense  Advances under this  Agreement or any other  agreement or under the
Company's Certificate of Incorporation or By-laws as now or hereafter in effect,
the Company  shall seek legal  advice only from  Independent  Legal  Counsel (as
defined in Section  10(d)  hereof)  selected by  Indemnitee  and approved by the
Company (which approval shall not be unreasonably withheld). Such counsel, among
other things,  shall render its written opinion to the Company and Indemnitee as
to whether and to what extent  Indemnitee  would be permitted to be  indemnified
under  applicable  law.  The Company  agrees to pay the  reasonable  fees of the
Independent  Legal Counsel referred to above and to fully indemnify such counsel
against any and all expenses (including  attorneys' fees),  claims,  liabilities
and  damages  arising out of or relating  to this  Agreement  or its  engagement
pursuant hereto.

          (d)   Mandatory  Payment  of  Expenses.    Notwithstanding  any  other
                --------------------------------
provision  of this  Agreement  other than  Section 9 hereof,  to the extent that
Indemnitee has been  successful on the merits or otherwise,  including,  without
limitation,  the  dismissal of an action  without  prejudice,  in defense of any
action, suit, proceeding, inquiry or investigation referred to in Section (1)(a)
hereof or in the defense of any claim, issue or matter therein, Indemnitee shall
be  indemnified  against all  Expenses  incurred  by  Indemnitee  in  connection
therewith.

     2.   Expenses; Indemnification Procedure.
          -----------------------------------

          (a)   Advancement of Expenses.  The Company shall advance all Expenses
                -----------------------
incurred by Indemnitee.  The advances to be made hereunder  shall be paid by the
Company to Indemnitee as soon as practicable but in any event no later than five
(5) days after written demand by Indemnitee therefor to the Company.

          (b)   Notice/Cooperation  by  Indemnitee.    Indemnitee  shall,  as  a
                ----------------------------------
condition   precedent  to  Indemnitee's  right  to  be  indemnified  under  this
Agreement,  give the  Company  notice in writing as soon as  practicable  of any
Claim made against Indemnitee for which  indemnification will or could be sought
under this  Agreement.  Notice to the  Company  shall be  directed  to the Chief
Executive  Officer of the Company at the address shown on the signature  page of
this Agreement (or such other address as the Company shall  designate in writing
to Indemnitee). In addition,  Indemnitee shall give the Company such information
and cooperation as it may reasonably require and as shall be within Indemnitee's
power.

          (c)   No  Presumptions;   Burden  of  Proof.   For  purposes  of  this
                -------------------------------------
Agreement,  the  termination  of any  claim,  action,  suit  or  proceeding,  by
judgment,  order,  settlement  (whether  with  or  without  court  approval)  or
conviction, or upon a plea of nolo contendere, or its equivalent, shall
                              ---- ----------


                                      -3-
<PAGE>

not create a presumption that Indemnitee did not meet any particular standard of
conduct  or have any  particular  belief  or that a court  has  determined  that
indemnification  is not  permitted by applicable  law. In addition,  neither the
failure  of the  Reviewing  Party to have  made a  determination  as to  whether
Indemnitee  has met any  particular  standard  of conduct or had any  particular
belief,  nor an actual  determination by the Reviewing Party that Indemnitee has
not met such  standard  of  conduct  or did not have such  belief,  prior to the
commencement   of  legal   proceedings   by  Indemnitee  to  secure  a  judicial
determination  that Indemnitee should be indemnified under applicable law, shall
be a defense to Indemnitee's  claim or create a presumption  that Indemnitee has
not met any  particular  standard  of  conduct  or did not have  any  particular
belief. In connection with any determination by the Reviewing Party or otherwise
as to whether the Indemnitee is entitled to be indemnified hereunder, the burden
of  proof  shall  be on the  Company  to  establish  that  Indemnitee  is not so
entitled.

          (d)  Notice to Insurers. If, at the time of the receipt by the Company
               ------------------
of a notice  of a Claim  pursuant  to  Section  2(b)  hereof,  the  Company  has
liability insurance in effect which may cover such Claim, the Company shall give
prompt  notice of the  commencement  of such Claim to the insurers in accordance
with the  procedures  set forth in the  respective  policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the  Indemnitee,  all amounts  payable as a result of such  action,
suit, proceeding,  inquiry or investigation in accordance with the terms of such
policies.  Nothing in this Section 2(d) shall limit the Company's obligations as
otherwise  provided  for  herein,  including  the  Company's  obligation  to pay
Expenses under Section 1(b) or to advance Expenses under Section 2(a).

          (e)  Selection of Counsel. In the event the Company shall be obligated
               --------------------
hereunder  to pay the  Expenses  of any  action,  suit,  proceeding,  inquiry or
investigation,  the  Company,  if  appropriate,  shall be entitled to assume the
defense of such action, suit, proceeding,  inquiry or investigation with counsel
approved by Indemnitee, upon the delivery to Indemnitee of written notice of its
election so to do. After  delivery of such  notice,  approval of such counsel by
Indemnitee  and the  retention of such counsel by the Company,  the Company will
not be  liable  to  Indemnitee  under  this  Agreement  for any fees of  counsel
subsequently  incurred by  Indemnitee  with  respect to the same  action,  suit,
proceeding,  inquiry or investigation;  provided that, (i) Indemnitee shall have
the right to employ Indemnitee's counsel in any such action,  suit,  proceeding,
inquiry or investigation at Indemnitee's  expense and (ii) if (A) the employment
of counsel by Indemnitee  has been  previously  authorized  by the Company,  (B)
Indemnitee  shall have  reasonably  concluded  that  there may be a conflict  of
interest  between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company  shall not  continue  to retain  such  counsel to defend such
action, suit, proceeding,  inquiry or investigation,  then the fees and expenses
of Indemnitee's counsel shall be at the expense of the Company.


                                      -4-
<PAGE>


     3.   Additional Indemnification Rights; Nonexclusivity.
          -------------------------------------------------

          (a)   Scope.  The Company hereby agrees to indemnify the Indemnitee to
                -----
the fullest extent permitted by law,  notwithstanding  that such indemnification
is not specifically  authorized by the other  provisions of this Agreement,  the
Company's Certificate of Incorporation,  the Company's By-laws or by statute. In
the event of any change after the date of this Agreement in any applicable  law,
statute or rule which  expands  the rights of the  corporation  to  indemnify  a
member of its board of directors or an officer, employee, agent or fiduciary, it
is the  intent  of the  parties  hereto  that  Indemnitee  shall  enjoy  by this
Agreement  the greater  benefits  afforded by such  change.  In the event of any
change in any applicable  law,  statute or rule which narrows the rights of this
Company to indemnify a member of its board of directors or an officer, employee,
agent or fiduciary,  such change,  to the extent not otherwise  required by such
law,  statute or rule to be applied to this  Agreement,  shall have no effect on
this Agreement or the parties' rights and obligations hereunder.

          (b)   Nonexclusivity.  The indemnification  provided by this Agreement
                --------------
shall be in addition to any rights to which Indemnitee may be entitled under the
Company's Certificate of Incorporation,  its By-laws, any agreement, any vote of
shareholders or disinterested  directors,  the relevant business corporation law
of the  Company's  state of  incorporation,  or otherwise.  The  indemnification
provided  under this  Agreement  shall  continue as to Indemnitee for any action
taken  or not  taken  while  serving  in an  indemnified  capacity  even  though
Indemnitee may have ceased to serve in such capacity.

     4.   No Duplication of  Payments.  The  Company  shall not be liable  under
          ---------------------------
this  Agreement  to make  any  payment  in  connection  with any  action,  suit,
proceeding,  inquiry or  investigation  made  against  Indemnitee  to the extent
Indemnitee has otherwise  actually received payment (under any insurance policy,
Certificate  of  Incorporation,  By-laws or otherwise) of the amounts  otherwise
indemnifiable hereunder.

     5.   Partial Indemnification. If Indemnitee is entitled under any provision
          -----------------------
of this  Agreement  to  indemnification  by the Company for some or a portion of
Expenses in the  investigation,  defense,  appeal or  settlement of any civil or
criminal action, suit, proceeding,  inquiry or investigation,  but not, however,
for all of the total amount thereof,  the Company shall  nevertheless  indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

     6.   Mutual Acknowledgment.  Both the  Company and  Indemnitee  acknowledge
          ---------------------
that in certain instances,  Federal law or applicable public policy may prohibit
the Company from  indemnifying  its directors,  officers,  employees,  agents or
fiduciaries  under this  Agreement  or  otherwise.  Indemnitee  understands  and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange  Commission to submit the question of
indemnification  to a court in certain  circumstances for a determination of the
Company's right under public policy to indemnify Indemnitee.



                                      -5-
<PAGE>

     7.  Liability Insurance.  To the  extent the  Company  maintains  liability
         -------------------
insurance applicable to directors,  officers,  employees, agents or fiduciaries,
Indemnitee  shall be  covered  by such  policies  in such a manner as to provide
Indemnitee  the same rights and benefits as are  accorded to the most  favorably
insured of the  Company's  directors,  if  Indemnitee  is a director;  or of the
Company's  officers,  if  Indemnitee  is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary.

     8.  Exceptions. Any other provision herein to the contrary notwithstanding,
         ----------
the Company shall not be obligated pursuant to the terms of this Agreement:

         (a)    Excluded Action or Omissions.  To indemnify Indemnitee for acts,
                ----------------------------
omissions or transactions from which Indemnitee may not be relieved of liability
under applicable law.

         (b)    Claims Initiated by Indemnitee. To indemnify or advance expenses
                ------------------------------
to  Indemnitee  with  respect  to  proceedings  or claims  initiated  or brought
voluntarily by Indemnitee and not by way of defense,  except (i) with respect to
proceedings  brought to  establish or enforce a right to  indemnification  under
this Agreement or any other agreement or insurance policy or under the Company's
Certificate of  Incorporation  or By-laws now or hereafter in effect relating to
Claims  for  Indemnifiable  Events,  (ii) in  specific  cases  if the  Board  of
Directors  has approved  the  initiation  or bringing of such suit,  or (iii) as
otherwise required under the applicable  provisions of the business  corporation
law of the Company's state of  incorporation,  regardless of whether  Indemnitee
ultimately is determined to be entitled to such indemnification, advance expense
payment or insurance recovery, as the case may be.

         (c)    Lack of Good Faith.  To indemnify  Indemnitee  for any  expenses
                ------------------
incurred  by the  Indemnitee  with  respect  to  any  proceeding  instituted  by
Indemnitee  to enforce or  interpret  this  Agreement,  if a court of  competent
jurisdiction  determines  that  each  of the  material  assertions  made  by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or

         (d)    Claims Under Section 16(b). To indemnify Indemnitee for expenses
                --------------------------
and the payment of profits  arising from the purchase and sale by  Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

     9.  Period of Limitations. No legal action shall be brought and no cause of
         ---------------------
action shall be asserted by or in the right of the Company  against  Indemnitee,
Indemnitee's   estate,   spouse,   heirs,   executors   or   personal  or  legal
representatives  after the  expiration  of two years from the date of accrual of
such cause of action,  and any claim or cause of action of the Company  shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action  within such  two-year  period;  provided,  however,  that if any shorter
                                        --------   -------
period of limitations is otherwise  applicable to any such cause of action, such
shorter period shall govern.


                                      -6-
<PAGE>

     10.  Construction of Certain Phrases.
          -------------------------------

          (a) For purposes of this Agreement,  references to the "Company" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority  to  indemnify  its   directors,   officers,   employees,   agents  or
fiduciaries,  so that if  Indemnitee  is or was a director,  officer,  employee,
agent or fiduciary of such constituent corporation,  or is or was serving at the
request of such constituent corporation as a director,  officer, employee, agent
or  fiduciary  of another  corporation,  partnership,  joint  venture,  employee
benefit  plan,  trust or other  enterprise,  Indemnitee  shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving  corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

          (b) For purposes of this Agreement,  references to "other enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes  assessed on Indemnitee  with respect to an employee  benefit plan;
and  references  to "serving at the request of the  Company"  shall  include any
service as a director,  officer,  employee,  agent or  fiduciary  of the Company
which  imposes  duties on, or  involves  services  by, such  director,  officer,
employee,  agent or fiduciary  with  respect to an employee  benefit  plan,  its
participants or its beneficiaries;  and if Indemnitee acted in good faith and in
a  manner  Indemnitee   reasonably  believed  to  be  in  the  interest  of  the
participants and beneficiaries of an employee benefit plan,  Indemnitee shall be
deemed to have  acted in a manner  "not  opposed  to the best  interests  of the
Company" as referred to in this Agreement.

          (c) For  purposes of this  Agreement  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 Securities Exchange Act of 1934, as amended),  other than
a trustee or other fiduciary  holding  securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of stock
of  the  Company,  is or  becomes  the  "beneficial  owner"  (as  determined  in
accordance  with  Rule  13d-3  under  said  Act),  directly  or  indirectly,  of
securities of the Company  representing  more than 20% of the total voting power
represented by the Company's then outstanding Voting Securities, (ii) during any
period of two consecutive years, individuals who at the beginning of such period
constitute  the Board of  Directors  of the Company and any new  director  whose
election by the Board of Directors or  nomination  for election by the Company's
shareholders  was  approved  by a vote  of at  least  two  thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or (iii) the shareholders
of the Company approve a merger or  consolidation  of the Company with any other
corporation  other  than a merger or  consolidation  which  would  result in the
Voting  Securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the total voting
power


                                      -7-
<PAGE>

represented  by the Voting  Securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation,  or the shareholders
of the  Company  approve a plan of  complete  liquidation  of the  Company or an
agreement for the sale or disposition by the Company of (in one transaction or a
series of transactions) all or substantially all of the Company's assets.

          (d) For purposes of this Agreement,  "Independent Legal Counsel" shall
mean  an  attorney  or  firm of  attorneys,  selected  in  accordance  with  the
provisions  of  Section  1(c)  hereof,  who shall not have  otherwise  performed
services for the Company or  Indemnitee  within the last three years (other than
with  respect  to  matters  concerning  the  rights  of  Indemnitee  under  this
Agreement, or of other indemnitees under similar indemnity agreements).

          (e) For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate  person or body  consisting  of a member or members of the Company's
Board of  Directors  or any  other  person  or body  appointed  by the  Board of
Directors  who is not a party to the  particular  Claim for which  Indemnitee is
seeking indemnification, or Independent Legal Counsel.

          (f) For purposes of this Agreement, "Voting Securities" shall mean any
securities of the Company that vote generally in the election of directors.

     11.  Counterparts.   This  Agreement  may  be  executed  in  one  or   more
          ------------
counterparts, each of  which shall constitute an original.

     12.  Binding  Effect;  Successors  and  Assigns.  This  Agreement shall  be
          ------------------------------------------
binding  upon and inure to the  benefit  of and be  enforceable  by the  parties
hereto and their  respective  successors  and assigns,  including  any direct or
indirect  successor by purchase,  merger,  consolidation  or otherwise to all or
substantially all of the business and/or assets of the Company,  spouses, heirs,
and personal and legal representatives.  The Company shall require and cause any
successor  (whether  direct or indirect by purchase,  merger,  consolidation  or
otherwise) to all,  substantially  all, or a  substantial  part, of the business
and/or  assets  of the  Company,  by  written  agreement  in form and  substance
satisfactory  to  Indemnitee,  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.  This Agreement shall
continue in effect  regardless  of whether  Indemnitee  continues  to serve as a
director of the Company or of any other enterprise at the Company's request.

     13.  Attorneys'  Fees.  In the  event  that any  action  is  instituted  by
          ----------------
Indemnitee  under  this  Agreement  or under any  liability  insurance  policies
maintained  by the Company to enforce or  interpret  any of the terms  hereof or
thereof,  Indemnitee  shall be  entitled  to be paid all  Expenses  incurred  by
Indemnitee  with respect to such action,  regardless  of whether  Indemnitee  is
ultimately  successful in such action,  and shall be entitled to the advancement
of Expenses  with  respect to such  action,  unless as a part of such action the
court of competent  jurisdiction  over such action  determines  that each of the
material  assertions made by Indemnitee as a basis for such action were not made
in good faith or were frivolous.  In the event of an action  instituted by or in
the name of



                                      -8-
<PAGE>

the Company  under this  Agreement to enforce or  interpret  any of the terms of
this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and expenses incurred with
respect to Indemnitee's counterclaims and cross-claims made in such action), and
shall be entitled  to the  advancement  Expenses  with  respect to such  action,
unless as a part of such action the court having  jurisdiction  over such action
determines that each of Indemnitee's  material defenses to such action were made
in bad faith or were frivolous.

     14.  Notice.  All notices, requests, demands and other communications under
          ------
this  Agreement  shall be in  writing  and  shall be  deemed  duly  given (i) if
delivered by hand and receipted for by the party addressee,  on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid,  on the third  business day after the date  postmarked.  Addresses  for
notice to either party are as shown on the signature page of this Agreement,  or
as subsequently modified by written notice.

     15.  Consent to  Jurisdiction.  The  Company  and  Indemnitee  each  hereby
          ------------------------
irrevocably consent to the jurisdiction of the courts of the State of New Jersey
for all purposes in connection with any action or proceeding which arises out of
or relates to this  Agreement  and agree that any action  instituted  under this
Agreement  shall be commenced,  prosecuted  and  continued  only in the Superior
Court of the State of New Jersey in and for Mercer  County,  which  shall be the
exclusive and only proper forum for adjudicating such a claim.

     16.  Severability.  The provisions of this Agreement  shall be severable in
          ------------
the event that any of the provisions  hereof  (including any provision  within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law.
Furthermore,  to the fullest extent  possible,  the provisions of this Agreement
(including,  without limitations,  each portion of this Agreement containing any
provision  held to be  invalid,  void or  otherwise  unenforceable,  that is not
itself invalid,  void or unenforceable)  shall be construed so as to give effect
to  the  intent   manifested   by  the  provision   held  invalid,   illegal  or
unenforceable.

     17.  Choice of Law.  This Agreement shall be governed by and its provisions
          -------------
construed and enforced in  accordance  with the laws of the State of New Jersey,
as applied to  contracts  between New Jersey  residents,  entered into and to be
performed  entirely  within  the  State of New  Jersey,  without  regard  to the
conflict of laws principles thereof.

     18.  Subrogation. In the event of payment under this Agreement, the Company
          -----------
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery of  Indemnitee,  who shall execute all documents  required and shall do
all acts that may be  necessary  to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

     19.  Amendment and Termination.  No amendment, modification, termination or
          -------------------------
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties



                                      -9-
<PAGE>

hereto.  No waiver of any of the provisions of this Agreement shall be deemed or
shall  constitute  a waiver  of any  other  provisions  hereof  (whether  or not
similar) nor shall such waiver constitute a continuing waiver.

     20.  Integration and Entire Agreement. This Agreement sets forth the entire
          --------------------------------
understanding  between the parties hereto and supersedes and merges all previous
written  and  oral  negotiations,  commitments,  understandings  and  agreements
relating to the subject matter hereof between the parties hereto.

     21.  No Construction  as Employment  Agreement.  Nothing  contained in this
          -----------------------------------------
Agreement  shall be construed as giving  Indemnitee  any right to be retained in
the employ of the Company or any of its subsidiaries.


                                   **********



                                      -10-
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                        CONTESSA CORPORATION


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


AGREED TO AND ACCEPTED:

INDEMNITEE:


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           (signature)


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          (print name)


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            (address)