INDEMNIFICATION
      AGREEMENT








THIS
      INDEMNIFICATION AGREEMENT (this “Agreement) is dated as of June 25, 2007, by and
      between 21 st CENTURY
      HOLDING COMPANY, a Florida corporation (the “Company”), with its principal
      office located at 3661 West Oakland Park Boulevard, Suite 300, Lauderdale Lakes,
      Florida 33311, and ANTHONY C. KRAYER, III, whose residence is 6051 North Ocean
      Drive #1405, Hollywood, Florida 33019 (the “Indemnitee”).





**Recitals**


1.  The
      substantial increase in corporate litigation subjects directors and officers
      of
      corporations and others to expensive litigation risks at the same time that
      the
      availability of competent and qualified directors, officers, employees,
      consultants, advisers and agents has been greatly reduced, and the coverage
      offered by directors’ and officers’ liability insurance has been severely
      limited;





2.  The
      Company’s Restated and Amended Articles of Incorporation (the “Articles of
      Incorporation”) and By-Laws (the By-Laws”) requires the Company to indemnify and
      advance expenses to its directors and officers to the fullest extent permitted
      by law and the Indemnitee has been serving and continues to serve as a director
      or officer of the Company in part in reliance on such Articles of
      Incorporation;





3.  In
      recognition of Indemnitee’s need for substantial protection against personal
      liability in order to enhance Indemnitee’s continued service to the Company in
      an effective manner and Indemnitee’s reliance on the Articles of Incorporation
      and By-Laws, and in part to provide Indemnitee with specific contractual
      assurance that the protection promised by the Articles of Incorporation and
      By-Laws will be available to Indemnitee (regardless of, among other things,
      any
      amendment to or revocation of such or any change in the composition of the
      Company’s Board of Directors (the “Board”) or acquisition transaction relating
      to the Company), the Company wishes to provide in this Agreement for the
      indemnification of, and the advancing of expenses to, Indemnitee to the fullest
      extent (whether partial or complete) permitted by law and as set forth in this
      Agreement, and, to the extent insurance is maintained, for the continued
      coverage of Indemnitee under the Company’s directors’ and officers’ liability
      insurance policies;





4.  As
      a
      condition to the Indemnitee’s agreement to continue to serve as a director of
      the Company, the Indemnitee requires that he be indemnified from liability
      to
      the fullest extent permitted by law; and





5.  The
      Company is willing to indemnify the Indemnitee to the fullest extent permitted
      by law in order to retain the services of the Indemnitee.





**NOW,
      THEREFORE** ,
      in
      consideration of the premises and mutual covenants set forth herein, the parties
      hereby agree as follows:




1.  MANDATORY
      INDEMNIFICATION IN PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE
      COMPANY. Subject to Section 5 hereof, the Company shall indemnify and hold
      harmless the Indemnitee from and against any and all claims, damages, expenses
      (including attorneys’ fees), judgments, penalties, fines (including excise taxes
      assessed with respect to an employee benefit plan), settlements, and all other
      liabilities incurred or paid by him in connection with the investigation,
      defense, prosecution, settlement or appeal of any threatened, pending or
      completed action, suit or proceeding, whether civil, criminal, administrative
      or
      investigative (other than action by or in the right of the Company) and to
      which
      the Indemnitee was or is a party or is threatened to be made a party by reason
      of the fact that the Indemnitee is or was an officer, director, shareholder,
      employee, consultant, adviser or agent of the Company, or is or was serving
      at
      the request of the Company as an officer, director, partner, trustee, employee,
      adviser 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 the Indemnitee in any such capacity or capacities, provided that the
      Indemnitee acted in good faith and in a manner he 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 his conduct
      was unlawful.


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2.  MANDATORY
      INDEMNIFICATION IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to
      Section 5 hereof the Company shall indemnify and hold harmless the Indemnitee
      from and against any and all expenses (including attorneys’ fees) and amounts
      actually and reasonably incurred or paid by him in connection with the
      investigation, defense, prosecution, settlement or appeal of any threatened,
      pending or completed action, suit or proceeding by or in the right of the
      Company to procure a judgment in its favor, whether civil, criminal,
      administrative or investigative, and to which the Indemnitee was or is a party
      or is threatened to be made a party by reason of the fact that the Indemnitee
      is
      or was an officer, director, shareholder, employee, consultant, adviser or
      agent
      of the Company, or is or was serving at the request of the Company as an
      officer, director, partner, trustee, employee, adviser 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 the Indemnitee in
      any
      such capacity or capacities, provided that (i) the Indemnitee acted in good
      faith and in a manner he reasonably believed to be in or not opposed to the
      best
      interests of the Company and (ii) no indemnification shall be made under this
      Section 2 in respect of any claim, issue or matter as to which the Indemnitee
      shall have been adjudged to be liable to the Company for misconduct in the
      performance of his duty to the Company unless, and only to the extent that,
      the
      court in which such proceeding was brought (or any other court of competent
      jurisdiction) shall determine upon application that, despite the adjudication
      of
      liability but in view of all the circumstances of the case, the Indemnitee
      is
      fairly and reasonably entitled to indemnity for such expenses which such court
      shall deem proper.





3.  MANDATORY
      INDEMNIFICATION AGAINST EXPENSES INCURRED WHILE TESTIFYING. Subject to Section
      5
      hereof, the Company shall indemnify the Indemnitee against expenses (including
      attorneys’ fees) incurred or paid by the Indemnitee as a result of providing
      testimony in any proceeding, whether civil, criminal, administrative or
      investigative (including but not limited to any action or suit by or in the
      right of the Company to procure judgment in its favor), by reason of the fact
      that the Indemnitee is or was an officer, director, shareholder, employee,
      consultant, adviser or agent of the Company, or is or was serving at the request
      of the Company as an officer, director, partner, trustee, employee, adviser
      or
      agent of another corporation, partnership, joint venture, trust, employee
      benefit plan or other enterprise.





4.  REIMBURSEMENT
      OF EXPENSES FOLLOWING ADJUDICATION OF NEGLIGENCE. The Company shall reimburse
      the Indemnitee for any expenses (including attorneys’ fees) and amounts actually
      and reasonably incurred or paid by him in connection with the investigation,
      defense, settlement or appeal of any action or suit described in Section 2
      hereof that results in an adjudication that the Indemnitee was liable for
      negligence, gross negligence or recklessness (but not willful misconduct) in
      the
      performance of his duty to the Company; provided, however, that the Indemnitee
      acted in good faith and in a manner he believed to be in or not opposed to
      the
      best interests of the Company.





5.  AUTHORIZATION
      OF INDEMNIFICATION. Any indemnification under Sections 1, 2 and 3 hereof (unless
      ordered by a court) and any reimbursement made under Section 4 hereof shall
      be
      made by the Company only as authorized in the specific case upon a determination
      (the “Determination”) that indemnification or reimbursement of the Indemnitee is
      proper in the circumstances because the Indemnitee has met the applicable
      requirements set forth in Sections 1, 2, 3 and 4 hereof, as the case may be.
      Subject to Sections 6.6, 6.7 and 9 of this Agreement, the Determination shall
      be
      made in the following order of preference:





(a)  first,
      by
      the Board by a majority vote or consent of a quorum, in each case consisting
      of
      directors who are not, at the time of the Determination, named parties to such
      action, suit or proceeding (“Disinterested Directors”); or





(b)  next,
      if
      such a quorum of Disinterested Directors cannot be obtained, by majority vote
      or
      consent of a committee duly designated by the Board (in which designation all
      directors, whether or not Disinterested Directors, may participate) consisting
      solely of two or more Disinterested Directors; or


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(c)  next,
      if
      such a committee cannot be designated, by any independent legal counsel (who
      may
      be any outside counsel regularly employed by the Company) in a written opinion;
      or





(d)  next,
      if
      such legal counsel determination cannot be obtained, by vote or consent of
      the
      holders of a majority of the Company’s Common Stock.





5.1  NO
      PRESUMPTIONS. The termination of any action, suit or proceeding by judgment,
      order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its
      equivalent, shall not, of itself, create a presumption that the Indemnitee
      did
      not act in good faith and in a manner that he 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 reasonable cause to believe that his conduct
      was unlawful.





5.2  BENEFIT
      PLAN CONDUCT. The Indemnitee’s conduct with respect to an employee benefit plan
      for a purpose he reasonably believed to be in the interests of the participants
      in and beneficiaries of the plan shall be deemed to be conduct that the
      Indemnitee reasonably believed to be not opposed to the best interests of the
      Company.





5.3  RELIANCE
      AS SAFE HARBOR. For purposes of any Determination hereunder, the Indemnitee
      shall be deemed to have acted in good faith and in a manner he reasonably
      believed to be in or not opposed to the best interests of the Company, or,
      with
      respect to any criminal action or proceeding, to have had no reasonable cause
      to
      believe his conduct was unlawful, if his action is based on (i) the records
      or
      books of account of the Company or another enterprise, including financial
      statements, (ii) information supplied to him by the officers of the Company
      or
      another enterprise in the course of their duties, (iii) the advice of legal
      counsel for the Company or another enterprise, or (iv) information or records
      given or reports made to the Company or another enterprise by an independent
      certified public accountant or by an appraiser or other expert selected with
      reasonable care by the Company or another enterprise. The term “another
      enterprise” as used in this Section
      5.3 shall mean any other corporation or partnership, joint venture, trust,
      employee benefit plan or other enterprise of which the Indemnitee is or was
      serving at the request of the Company as an officer, director, partner, trustee,
      employee, adviser or agent. The provisions of this Section
      5.3 shall not be deemed to be exclusive or to limit in any way the other
      circumstances in which the Indemnitee may be deemed to have met the applicable
      standard of conduct set forth in Sections 1,2, or 4 hereof, as the case may
      be.





5.4  SUCCESS
      ON MERITS OR OTHERWISE. Notwithstanding any other provision of this Agreement,
      to the extent that the Indemnitee has been successful on the merits or otherwise
      in defense of any action, suit or proceeding described in Sections 1 or 2
      hereof, or in defense of any claim, issue or matter therein, he shall be
      indemnified against expenses (including attorneys’ fees) actually and reasonably
      incurred by him in connection with the investigation, defense, settlement or
      appeal thereof. For purposes of this Section
      5.4, the term “successful on the merits or otherwise” shall include, but not be
      limited to, (i) any termination, withdrawal, or dismissal (with or without
      prejudice) of any claim, action, suit or proceeding against the Indemnitee
      without any express finding of liability or guilt against him, and (ii) the
      expiration of 120 days after the making of any claim or threat of an action,
      suit or proceeding without the institution of the same and without any promise
      or payment made to induce a settlement.




5.5  PARTIAL
        INDEMNIFICATION OR REIMBURSEMENT. If the Indemnitee is entitled under any
        provision of this Agreement of indemnification and/or reimbursement by the
        Company for some or a portion of the claims, damages, expenses (including
        attorneys’ fees), judgments, penalties, fines or amounts paid in settlement by
        the Indemnitee in connection with the investigation of, defense of, settlement
        of, appeal of or testimony provided with respect to any action specified
        in
        Sections 1, 2, 3 or 4 hereof, but not, however, for the total amount thereof,
        the Company shall nevertheless indemnify and/or reimburse the Indemnitee
        for the
        portion thereof to which the Indemnitee is entitled. The party or parties
        making
        the Determination shall determine the portion (if less than all) of such
        claims,
        damages, expenses (including attorneys’ fees), judgments, penalties, fines or
        amounts paid in settlement for which the Indemnitee is entitled to
        indemnification and/or reimbursement under this
        Agreement.


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6.  PROCEDURES
        FOR DETERMINATION OF WHETHER STANDARDS HAVE BEEN SATISFIED.
 
 6.1  COSTS.
        All costs of making the Determination required by Section 6 hereof shall
        be
        borne solely by the Company, including, but not limited to, the costs of
        legal
        counsel, proxy solicitations and judicial determinations. The Company shall
        also
        be solely responsible for paying (i) all reasonable expenses incurred by
        the
        Indemnitee to enforce this Agreement, including, but not limited to, the
        costs
        incurred by the Indemnitee to obtain court-ordered indemnification pursuant
        to
        Section 9 hereof regardless of the outcome of any such application or
        proceeding, and (ii) all costs of defending any suits or proceedings challenging
        payments to the Indemnitee under this Agreement.
 
 6.2  TIMING
        OF
        THE DETERMINATION. The Company shall use its best efforts to make the
        Determination contemplated by Section 5 hereof promptly. In addition, the
        Company agrees:
  (a)  if
        the
        Determination is to be made by the Board or a committee thereof, such
        Determination shall be made not later than 15 days after a written request
        for a
        Determination (a “Request”) is delivered to the Company by the
        Indemnitee;
 
 (b)  if
        the
        Determination is to be made by independent legal counsel, such Determination
        shall be made not later than 30 days after a Request is delivered to the
        Company
        by the Indemnitee; and
 
 (c)  if
        the
        Determination is to be made by the shareholders of the Company, such
        Determination shall be made not later than 90 days after a Request is delivered
        to the Company by the Indemnitee.
 
 The
        failure to make a Determination within the above-specified time period shall
        constitute a Determination approving full indemnification or reimbursement
        of
        the Indemnitee. Notwithstanding anything herein to the contrary, a Determination
        may be made in advance of (i) the Indemnitee’s payment (or incurring) of
        expenses with respect to which indemnification or reimbursement is sought,
        and/or (ii) final disposition of the action, suit or proceeding with respect
        to
        which indemnification or reimbursement is sought.
 
 6.3  REASONABLENESS
        OF EXPENSE. The evaluation and finding as to the reasonableness of expenses
        incurred by the Indemnitee for purposes of this Agreement shall be made (in
        the
        following order or preference) within 15 days of the Indemnitee’s delivery to
        the Company of a Request that includes a reasonable accounting of expenses
        incurred:
  (a)  first,
          by
          the Board by a majority vote or consent of a quorum consisting of Disinterested
          Directors; or
 
 (b)  next,
          if
          a quorum cannot be obtained under subdivision (a), by majority vote or
          consent
          of a committee duly designated by the Board (in which designation all directors,
          whether or not Disinterested Directors, may participate), consisting solely
          of
          two or more Disinterested Directors; or
 
 (c)  next,
          if
          a finding cannot be obtained under either subdivision (a) or (b), by vote
          or
          consent of the holders of a majority of the Company’s Common Stock.
 
 All
          expenses shall be considered reasonable for purposes of this Agreement
          if the
          finding contemplated by this Section 6.3 is not made within the prescribed
          time.
          The finding required by this Section 6.3 may be made in advance of the
          payment
          (or incurring) of the expenses for which indemnification or reimbursement
          is
          sought.
 
 6.4  PAYMENT
          OF INDEMNIFIED AMOUNT. Immediately following a Determination that the Indemnitee
          has met the applicable requirements set forth in Sections 1, 2, 3 or 4
          hereof,
          as the case may be, and the finding of reasonableness of expenses contemplated
          by Section 6.3 hereof, or the passage of time prescribed for making such
          determination(s), the Company shall pay to the Indemnitee in cash the amount
          to
          which the Indemnitee is entitled to be indemnified and/or reimbursed, as
          the
          case may be, without further authorization or action by the Board; provided,
          however, that the expenses for which indemnification or reimbursement is
          sought
          have actually been incurred by the Indemnitee.







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6.5  SHAREHOLDER
        VOTE ON DETERMINATION. Notwithstanding the provisions of the Florida statutes,
        if the Indemnitee is a shareholder of the Company, the Indemnitee and any
        other
        shareholder who is a party to the proceeding for which indemnification or
        reimbursement is sought shall be entitled to vote on any Determination to
        be
        made by the Company’s shareholders, including a Determination made pursuant to
        Section 6.3 hereof. Ind addition, in connection with each meeting at which
        a
        shareholder Determination will be made, the Company shall solicit proxies
        that
        expressly include a proposal to indemnify or reimburse the Indemnitee. The
        Company proxy statement relating to the proposal to indemnify or reimburse
        the
        Indemnitee shall not include a recommendation against indemnification or
        reimbursement.
 
 6.6  SELECTION
        OF INDEPENDENT LEGAL COUNSEL. If the Determination required under Section
        5 is
        to be made by independent legal counsel, such counsel shall be selected by
        the
        Indemnitee with the approval of the Board, which approval shall not be
        unreasonably withheld. The fees and expenses incurred by counsel in making
        any
        Determination (including Determinations pursuant to Section 6.8 hereof) shall
        be
        borne solely by the Company regardless of the results of any Determination
        and,
        if requested by counsel, the Company shall give such counsel an appropriate
        written agreement with respect to the payment of their fees and expenses
        and
        such other matters as may be reasonably requested by counsel.
 
 6.7  RIGHT
        OF
        INDEMNITEE TO APPEAL AN ADVERSE DETERMINATION BY BOARD. If a Determination
        is
        made by the Board or a committee thereof that the Indemnitee did not meet
        the
        requirements set forth in Sections 1, 2, 3 or 4 hereof upon the written request
        of the Indemnitee and the Indemnitee’s delivery of $500 to the Company, the
        Company shall cause a new Determination to be made by the Company’s shareholders
        at the next regular or special meeting of shareholders. Subject to Section
        9
        hereof, such Determination by the Company’s shareholders shall be binding and
        conclusive for all purposes of this Agreement.
 
 6.8  RIGHT
        OF
        INDEMNITEE TO SELECT FORUM FOR DETERMINATION. If, at any time subsequent
        to the
        date of this Agreement, “Continuing Directors” do not constitute a majority of
        the members of the Board, or there is otherwise a change in control of the
        Company (as contemplated by Item 403(c) of Regulation S-K), then upon the
        request of the Indemnitee, the Company shall cause the Determination required
        by
        Section 5 hereof to be made by independent legal counsel selected by the
        Indemnitee and approved by the Board (which approval shall not be unreasonably
        withheld), which counsel shall be deemed to satisfy the requirements of clause
        (3) of Section 5 hereof. If none of the legal counsel selected by the Indemnitee
        are willing and/or able to make the Determination, then the Company shall
        cause
        the Determination to be made by a majority vote or consent of a Board committee
        consisting solely of Continuing Directors. For purposes of this Agreement,
        a
“Continuing Director” means either a member of the Board at the date of this
        Agreement or a person nominated to serve as a member of the Board by a majority
        of the then Continuing Directors.
 
 6.9  ACCESS
        BY
        INDEMNITEE TO DETERMINATION. The Company shall afford to the Indemnitee and
        his
        representatives ample opportunity to present evidence of the facts upon which
        the Indemnitee relies for indemnification or reimbursement, together with
        other
        information relating to any requested Determination. The Company shall also
        afford the Indemnitee the reasonable opportunity to include such evidence
        and
        information in any Company proxy statement relating to a shareholder
        Determination.
 
 6.10  JUDICIAL
        DETERMINATIONS IN DERIVATIVE SUITS. In each action or suit described in Section
        2 hereof, the Company shall cause its counsel to use its best efforts to
        obtain
        from the Court in which such action or suit was brought (i) an express
        adjudication whether the Indemnitee is liable for negligence or misconduct
        in
        the performance of his duty to the Company, and, if the Indemnitee is so
        liable,
        (ii) a determination whether and to what extent, despite the adjudication
        of
        liability but in view of all the circumstances of the case (including this
        Agreement), the Indemnitee is fairly and reasonably entitled to
        indemnification.




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7.  SCOPE
        OF
        INDEMNITY. The actions, suits and proceedings described in Sections 1 and
        2
        hereof shall include, for purposes of this Agreement, any actions that involve,
        directly or indirectly, activities of the Indemnitee both in his capacities
        as a
        Company director, officer, adviser or agent and actions taken in another
        capacity while serving as director, officer, adviser or agent, including,
        but
        not limited to, actions or proceedings involving (i) compensation paid to
        the
        Indemnitee by the Company, (ii) activities by the Indemnitee on behalf of
        the
        Company, including actions in which the Indemnitee is plaintiff, (iii) actions
        alleging a misappropriation of a “corporate opportunity,” (iv) responses to a
        takeover attempt or threatened takeover attempt of the Company, (v) transactions
        by the Indemnitee in Company securities, and (vi) the Indemnitee’s preparation
        for and appearance (or potential appearance) as a witness in any proceeding
        relating, directly or indirectly, to the Company. In addition, the Company
        agrees that, for purposes of this Agreement, all services performed by the
        Indemnitee on behalf of, in connection with or related to any subsidiary
        of the
        Company, any employee benefit plan established for the benefit of employees
        of
        the Company or any subsidiary, any corporation or partnership or other entity
        in
        which the Company or any subsidiary has a 5% ownership interest, or any other
        affiliate shall be deemed to be at the request of the Company.
 
 8.  ADVANCE
        FOR EXPENSES.
 
 8.1  MANDATORY
        ADVANCE. Expenses (including attorneys’ fees) incurred by the Indemnitee in
        investigating, defending, settling or appealing any action, suit or proceeding
        described in Sections 1 or 2 hereof shall be paid by the Company in advance
        of
        the final disposition of such action, suit or proceeding. The Company shall
        promptly pay the amount of such expenses to the Indemnitee, but in no event
        later than 10 days following the Indemnitees’s delivery to the Company of a
        written request for an advance pursuant to this Section 8, together with
        a
        reasonable accounting of such expenses.
 
 8.2  UNDERTAKING
        TO REPAY. The Indemnitee hereby undertakes and agrees to repay to the Company
        any advances made pursuant to this Section 8 if and to the extent that it
        shall
        ultimately be found (by final judicial determination from which there is
        no
        further right to appeal) that the Indemnitee is not entitled to be indemnifed
        by
        the Company for such amounts.
 
 8.3  MISCELLANEOUS.
        The Company shall make the advances contemplated by this Section 8 regardless
        of
        the Indemnitee’s financial ability to make repayment, and regardless whether
        indemnification of the Indemnitee by the Company will ultimately be required.
        Any advances and undertakings to repay pursuant to this Section 8 shall be
        unsecured and interest-free.
 
 9.  COURT-ORDERED
        INDEMNIFICATION.
 
 9.1  Regardless
        of whether the Indemnitee has met the requirements set forth in Sections
        1, 2, 3
        or 4 hereof, as the case may be, and notwithstanding the presence or absence
        of
        any Determination whether such standards have been satisfied, the Indemnitee
        may
        apply for indemnification (and/or reimbursement pursuant to Sections 4 or
        13
        hereto) to the court conducting any proceeding to which the Indemnitee is
        a
        party or to any other court of competent jurisdiction. On receipt of an
        application, the court, after giving any notice the court considers necessary,
        may order indemnification (and/or reimbursement) if it determines the Indemnitee
        is fairly and reasonably entitled to indemnification (and/or reimbursement)
        in
        view of all the relevant circumstances (including this Agreement).
 
 9.2  The
        right
        to indemnification and advances as provided by this Agreement shall be
        enforceable by Indemnitee in an action in any court of competent jurisdiction.
        In such an action, the burden of proving that indemnification is not required
        hereunder shall be on the Company. Neither the failure of the Company (including
        its Board and independent legal counsel) to have made a Determination prior
        to
        the commencement of such an action that indemnification is proper in the
        circumstances because Indemnitee has met the applicable standard of conduct,
        nor
        an actual Determination by the Company (including its Board and independent
        legal counsel) that Indemnitee has not met such applicable standard of conduct,
        shall be a defense to such an action or create a presumption that Indemnitee
        has
        not met the applicable standard of conduct. Indemnitee’s expenses reasonably
        incurred in connection with establishing his right to indemnification, in
        whole
        or in part, in connection with any proceeding shall also be indemnified by
        the
        Company.


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10.  NONDISCLOSURE
      OF PAYMENTS. Except as expressly required by federal securities laws, neither
      party shall disclose any payments under this Agreement unless prior approval
      of
      the other party is obtained. Any payments to the Indemnitee that must be
      disclosed shall, unless otherwise required by law, be described only in the
      Company’s proxy or information statements relating to special and/or annual
      meetings of the Company’s shareholders, and the Company shall afford the
      Indemnitee the reasonable opportunity to review all such disclosures and, if
      requested, to explain in such statement any mitigating circumstances regarding
      the events reported.





11.  COVENANT
      NOT TO SUE, LIMITATION OF ACTIONS AND RELEASE OF CLAIMS. No legal action shall
      be brought and no cause of action shall be asserted by or on behalf of the
      Company (or any of its subsidiaries) against the Indemnitee, his spouse, heirs,
      executors, personal representatives or administrators after the expiration
      of 2
      years from the date of the Indemnitee ceases (for any reason) to serve as either
      an officer, director, adviser or agent of the Company, and any claim or cause
      of
      action of the Company (or any of its subsidiaries) shall be extinguished and
      deemed released unless asserted by filing of a legal action within such 2-year
      period.





12.  INDEMNIFICAION
      OF INDEMNITEE’S ESTATE. Notwithstanding any other provision of this Agreement,
      if the Indemnitee is deceased, and indemnification of the Indemnitee would
      be
      permitted and/or required under this Agreement, the Company shall indemnify
      and
      hold harmless the Indemnitee’s estate, spouse, heirs, administrators, personal
      representatives and executors (collectively the “Indemnitee’s Estate”) against,
      and the Company shall assume, any and all claims, damages, expenses (including
      attorneys’ fees), penalties, judgments, fines and amounts paid in settlement
      actually incurred by the Indemnitee or the Indemnitee’s Estate in connection
      with the investigation, defense, settlement or appeal of any action described
      in
      Sections 1, 2 or 4 hereof.





13.  MISCELLANEOUS.





13.1  NOTICE.
      Any notice required or permitted to be delivered hereunder shall be deemed
      to be
      delivered when sent by facsimile with receipt confirmed or deposited in the
      United States mail, postage prepaid, registered or certified mail, return
      receipt requested, or by overnight courier addressed to the parties at the
      address first stated herein, or to such other address as either party hereto
      shall from time to time designate to the other party by notice in writing as
      provided herein.





13.2  ENTIRE
      AGREEMENT. This Agreement constitutes the entire Agreement between the parties
      hereto with respect to the subject matter hereof. It supercedes all prior
      negotiations, letters and understandings relating to the subject matter
      hereof.





13.3  NON-EXCLUSIVITY.
      The rights of indemnification and reimbursement provided in this Agreement
      shall
      be in addition to any rights to which the Indemnitee may otherwise be entitled
      under the Company’s Articles of Incorporation or By-Lays or any statute,
      agreement, vote of shareholders or otherwise.





13.4  SEVERABILITY.
      The invalidity, illegality or unenforceability of any provision or provisions
      of
      this Agreement will not affect any other provision of this Agreement, which
      will
      remain in full force and effect, nor will the invalidity, illegality or
      unenforceability of a portion of any provision of this Agreement affect the
      balance of such provision. In the event that any one or more of the provisions
      contained in this Agreement or any portion thereof shall for any reason be
      held
      to be invalid, illegal or unforceable in any respect, this Agreement shall
      be
      reformed, construed and enforced as is such invalid, illegal or unenforceable
      provision had never been contained herein.





13.5  SAVING
      CLAUSE. If this Agreement or any portion hereof shall be invalidated on any
      ground by any court of competent jurisdiction, the Company shall nevertheless
      indemnify Indemnitee as to expenses, judgments, fines and penalties with respect
      to any proceeding to the full extent permitted by any applicable portion of
      Agreement that shall not have been invalidated or by any applicable
      law.


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13.6  COOPERATION
      AND INTENT. The Company shall cooperate in good faith with the Indemnitee and
      use its best efforts to ensure that the Indemnitee is indemnified and/or
      reimbursed for liabilities described herein to the fullest extent permitted
      by
      law.





13.7  SECURITY.
      To the fullest extent permitted by applicable law, the Company may from time
      to
      time, but shall not be required to, provide such insurance, collateral, letters
      of credit or other security devices as its Board may deem appropriate to support
      or secure the Company’s obligations under this Agreement.





13.8  CHOICE
      OF
      LAW. This Agreement will be interpreted, construed and enforced in accordance
      with the laws of the State of Florida, without giving effect to the application
      of the principles pertaining to conflicts of laws.





13.9  AMENDMENT.
      This Agreement may not be amended, supplemented or modified in whole or in
      part
      except by an instrument in writing signed by the party or parties against whom
      enforcement of any such amendment, supplement or modification is
      sought.





13.10  BINDING
      EFFECT. The obligations of the Company to the Indemnitee hereunder shall survive
      and continue as to the Indemnitee even if the Indemnitee ceases to be a
      director, officer, employee, adviser and/or agent of the Company. Each and
      all
      of the covenants, terms and provisions of this Agreement shall be binding upon
      and inure to the benefit of the successors and assigns of the Company and,
      upon
      the death of the Indemnitee, to the benefit of the estate, heirs, executors,
      administrators and personal representatives of the Indemnitee.





13.11  COUNTERPARTS.
      This Agreement may be executed in one or more counterparts, each of which will
      be deemed an original.





13.12  EFFECTIVE
      DATE. The provisions of this Agreement shall cover claims, actions, suits and
      proceedings whether now pending or hereafter commenced and shall be retroactive
      to cover acts or omissions or alleged acts or omissions which heretofore have
      taken place.





13.13  EFFECT
      OF
      WAIVER. The failure of any party at any time or times to require performance
      of
      any provision of this Agreement will in no manner affect the right to enforce
      the same. The waiver by any party of any breach of any provision of this
      Agreement will not be construed to be a waiver by any such party of any
      succeeding breach of that provision or a waiver by such party of any breach
      of
      any other provision.





13.14  ENFORCEMENT.
      Should it become necessary for any party to institute legal action to enforce
      the terms and conditions of this Agreement, the successful party will be awarded
      reasonable attorneys’ fees at all trial and appellate levels, expenses and
      costs. Any suit, action or proceeding with respect to this Agreement shall
      be
      brought in the courts of Broward County in the State of Florida or in the U.S.
      District Court for the Southern District of Florida. The parties hereto hereby
      accept the exclusive jurisdiction of those courts for the purpose of any such
      suit, action or proceeding.





Venue
      for
      any such action, in addition to any other venue permitted by statute, will
      be
      Broward Count, Florida. The parties hereto hereby irrevocably waive, to the
      fullest extent permitted by law, any objection that any of them may now or
      hereafter have to the laying of venue of any suit, action of proceeding arising
      out of or relating to this Agreement or any judgment entered by any court in
      respect thereof brought in Broward County, Florida, and hereby further
      irrevocably waive any claim that any suit, action or proceeding brought in
      Broward County, Florida, has been brought in an inconvenient forum.




The
      parties hereto acknowledge and agree that any party’s remedy at law for a breach
      or threatened breach of any of the provisions of this Agreement would be
      inadequate and such breach or threatened breach shall be per se deemed as
      causing irreparable harm to such party. Therefore, in the event of such breach
      or threatened breach, the parties hereto agree that, in addition to any
      available remedy at law, including but not limited to monetary damages, an
      aggrieved party, without posting any bond, shall be entitled to obtain, and
      the
      offending party agrees not to oppose the aggrieved party’s request for,
      equitable relief in the form of specific enforcement, temporary restraining
      order, temporary or permanent injunction, or any other equitable remedy that
      may
      then be available to the aggrieved party.


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**IN
      WITNESS WHEREOF** ,
      this
      Agreement is dated as of the day and year first above written.











**21****st****CENTURY HOLDING COMPANY**By:
            */s/
                Edward J. Lawson*Name:
                EDWARD J. LAWSONTitle:
                CHIEF EXECUTIVE OFFICER**THE
                INDEMNITEE***/s/
                Anthony C. Krayer, III*ANTHONY
                C. KRAYER, III







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