EXHIBIT 10.1

                            INDEMNIFICATION AGREEMENT

     THIS    INDEMNIFICATION    AGREEMENT   (this    "Agreement")   is   between
______________, a Texas corporation (the "Corporation"), and ______________ (the
"Indemnitee"),  and is effective as of the date the Indemnitee becomes or became
a director or executive officer of the Corporation.

     WHEREAS,  highly  competent  persons  have become more  reluctant  to serve
corporations as directors, executive 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, the corporation;

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that,  in order to attract and retain  qualified  individuals,  the Company will
attempt  to  maintain  on an  ongoing  basis,  at its  sole  expense,  liability
insurance  to protect  persons  serving the Company  and its  subsidiaries  from
certain  liabilities.  Although  the  furnishing  of such  insurance  has been a
customary and widespread  practice among United  States-based  corporations  and
other business  enterprises,  the Company  believes  that,  given current market
conditions and trends,  such insurance may be available to it in the future only
at  higher  premiums  and with more  exclusions.  At the same  time,  directors,
officers and other persons in service to  corporations  or business  enterprises
are being  increasingly  subjected to expensive  and  time-consuming  litigation
relating to, among other  things,  matters  that  traditionally  would have been
brought only against the corporation or business enterprise itself;

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

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

     WHEREAS,  Indemnitee  is willing to serve,  continue to serve,  and take on
additional  service  for or on behalf of the  Corporation,  subject  to  certain
conditions,  including without limitation, the execution and performance of this
Agreement by the Corporation.

     WHEREAS,  it is  intended  that  Indemnitee  shall be paid  promptly by the
Corporation all amounts  necessary to effectuate in full the indemnity  provided
herein.

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


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                                    ARTICLE I
                               CERTAIN DEFINITIONS

     As used  herein,  the  following  words and terms shall have the  following
respective meanings (whether singular or plural):

     "Change in Control" means a change in control of the Corporation  occurring
after  the date of this  Agreement  of a nature  that  would be  required  to be
reported  in  response to Item 6(e) of  Schedule  14A of  Regulation  14A (or in
response to any similar item on any similar schedule or form)  promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange 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 at any time after the date of this  Agreement (i) any "person"
(as such term is used in Sections  13(d) and 14(d) of the Exchange  Act),  other
than a trustee or other fiduciary  holding  securities under an employee benefit
plan of the  Corporation  or a  corporation  or other entity  owned  directly or
indirectly by the  shareholders  of the  Corporation in  substantially  the same
proportion  as their  ownership of stock in the  Corporation,  is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange 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,  share
exchange,  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 a majority of the Board
of Directors thereafter or (iii) during any 15-month period,  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  shareholders 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 a majority of the Board of
Directors.

     "Claim" means an actual or threatened claim or request for relief.

     "Corporate  Status"  means the status of a Person who is or was a director,
officer,  partner,  employee,  agent or fiduciary of the  Corporation  or of any
other corporation,  partnership,  joint venture, trust, employee benefit plan or
other  enterprise  which such  person is or was  serving  at the  request of the
Corporation. For the purposes of this Agreement,  "serving at the request of the
Corporation"  includes any service by  Indemnitee,  which imposes  duties on, or
involves  services by,  Indemnitee with respect to any employee  benefit plan or
its participants or beneficiaries.

     "Expenses" shall include all direct and indirect costs (including,  without
limitation,  attorneys' fees, retainers,  court costs, transcript costs, fees of
experts, witness fees, travel expenses,  duplicating costs, printing and binding
costs,  telephone  charges,   postage,  delivery  service  fees  and  all  other
disbursements or  out-of-pocket  expenses)  actually and reasonably  incurred in
connection  with  prosecuting,  defending,  preparing  to  prosecute  or defend,
investigating,  appealing or being or preparing to be a witness in a Proceeding.
Should any  payments by the Company  under this  Agreement be  determined  to be
subject to any  federal,  state or local income or excise tax,  "Expenses"  also
shall  include such amounts as are  necessary  to place  Indemnitee  in the same
after-tax  position (after giving effect to all applicable  taxes) he would have
been in had no such tax been determined to apply to such payments.


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     "Independent  Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither  contemporaneously is, nor
in the past five (5) years theretofore has been, retained to represent:  (a) the
Corporation,  its Affiliates or Indemnitee in any matter material to either such
party,  (b) any  other  party  to the  Proceeding  giving  rise  to a claim  for
indemnification  hereunder, or (c) the beneficial owner, directly or indirectly,
of securities of the Corporation representing 10% or more of the combined voting
power of the Corporation's then outstanding  voting securities.  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.

     "Other  enterprise"  shall include,  but shall not be limited to, an "other
entity" as defined in Section 1.01 of the TBCA (including any amendment that may
from time to time be made to such Section.

     "Person"  means  any  natural  person,  sole  proprietorship,  corporation,
partnership  of any kind  having a  separate  legal  status,  limited  liability
company,  business trust,  unincorporated  organization  or association,  mutual
company,  joint stock company,  joint venture,  estate, trust, union or employee
organization or governmental authority.

     "Potential  Change in Control"  shall be deemed to have occurred if (a) the
Corporation enters into an agreement,  the consummation of which would result in
the  occurrence  of  a  Change  in  Control;   (b)  any  person  (including  the
Corporation)  publicly  announces  an  intention  to take or to consider  taking
actions  which if  consummated  would  constitute  a Change in Control;  (c) any
person,  other than a trustee or other  fiduciary  holding  securities  under an
employee  benefit plan of the Corporation or a corporation or other entity owned
directly or indirectly by the  shareholders of the Corporation in  substantially
the same  proportion as their ownership of stock in 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 outstanding securities, increases his beneficial ownership of
such  securities by five  percentage  points (5%) or more over the percentage so
owned by such person;  or (d) the Board of Directors  adopts a resolution to the
effect that, for purposes of this Agreement,  a Potential  Change in Control has
occurred.

     "Proceeding"  means any  threatened,  pending or  completed  action,  suit,
alternative  dispute  resolution  mechanism,  hearing  or any other  proceeding,
whether   civil,   criminal,   administrative,    arbitrative,   meditative   or
investigative (except one initiated by Indemnitee pursuant to Article VI of this
Agreement  to enforce  his rights  under this  Agreement),  and any appeal in or
related  to any  such  action,  suit,  arbitration,  investigation,  hearing  or
proceeding and any inquiry or  investigation  that could lead to such an action,
suit, proceeding or arbitration.


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<PAGE>

     "TBCA" means the Texas Business  Corporation Act and any successor  statute
thereto as either of them may from time to time be amended.


                                   ARTICLE II
                             SERVICES BY INDEMNITEE

     Section 2.1 General.  Indemnitee agrees to serve as a director or executive
officer of the  Corporation  and, as mutually  agreed on by  Indemnitee  and the
Corporation,  as a director,  officer,  employee,  agent or  fiduciary  of other
corporations,   partnerships,   joint  ventures,  trusts  or  other  enterprises
(including,  without limitation,  employee benefit plans). Indemnitee may at any
time and for any reason resign or be removed from such position  (subject to any
other contractual obligation or any obligation imposed by operation of law). The
Corporation  shall  have  no  obligation  to  continue  Indemnitee  in any  such
position.  This Agreement shall not be deemed an employment contract between the
Corporation (or any of its subsidiaries)  and the Indemnitee.  The provisions of
this Agreement are subject to any other  obligation  imposed by operation of law
and  subject  to  any   applicable   provisions   of  the  Charter  or  By-Laws.
Notwithstanding, the foregoing, this Agreement shall continue in force after the
Indemnitee has ceased to serve as an officer or director of the  Corporation and
no longer  serves at the  request of the  Corporation  as a  director,  officer,
employee or agent of the Company or any subsidiary of the Corporation.

                                  ARTICLE III
                                 INDEMNIFICATION

     Section 3.1 General. The Corporation shall indemnify,  and advance Expenses
to, Indemnitee (subject to Section 7.3) to the fullest extent permitted by Texas
law in effect on the date hereof and to such greater  extent as  applicable  law
may thereafter from time to time permit. The rights of Indemnitee provided under
the preceding sentence shall include,  but shall not be limited to, the right to
be indemnified  and to have Expenses  advanced in all Proceedings to the fullest
extent permitted by Article 2.02-1 of the TBCA. The provisions set forth in this
Agreement  are  provided  in  addition  to and as a  means  of  furtherance  and
implementation  of, and not in limitation of, the obligations  expressed in this
Article III. In the event of any change after the date of this  Agreement in any
applicable law,  statute or rule which expands the right of a Texas  corporation
to  indemnify a member of its Board of  Directors  or an officer,  such  changes
shall be deemed to be within  the  purview  of the  Indemnitee's  rights and the
Company's  obligations  under this Agreement.  In the event of any change in any
applicable law,  statute or rule which narrows the right of a Texas  corporation
to indemnify a member of its Board of Directors or an officer,  such changes, to
the extent not otherwise  required by law, statute or rule to be applied to this
Agreement  shall have no effect on this  Agreement  or the  parties'  rights and
obligations hereunder.


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     Section 3.2 Additional  Indemnity of the  Corporation.  Indemnitee shall be
entitled  to  indemnification  provided  in  Section  3.1 if,  by  reason of his
Corporate  Status, he is, or is threatened to be made, a party to any Proceeding
(except to the extent  limited by Section  3.3).  Pursuant to this  Section 3.2,
Indemnitee  shall  be  indemnified   against  Expenses,   judgments,   penalties
(including  excise or  similar  taxes),  fines and  amounts  paid in  settlement
(subject  to Section  7.3)  actually  and  reasonably  incurred by him or on his
behalf in  connection  with such  Proceeding  or any  Claim  therein,  if (1) he
conducted himself in good faith; (2) he reasonably believed:  (a) in the case of
conduct in his official capacity, that his conduct was in the Corporation's best
interest;  and (b) in all other cases, that his conduct was at least not opposed
to the  Corporation's  best  interests;  and,  (3) in the  case of any  criminal
Proceeding, had no reasonable cause to believe his conduct was unlawful. Nothing
in this Section 3.2 shall limit the benefits of Section 3.1 or any other Section
hereunder.

     Section  3.3  Limitation  on  Indemnity.   The  Indemnification   otherwise
available to an Indemnitee  under Section 3.2 shall be limited to the extent set
forth in this  Section 3.3. In the event that an  Indemnitee  is found liable to
the  Corporation  or is found  liable on the basis  that  personal  benefit  was
improperly  received by the Indemnitee  whether or not the benefit resulted from
an action taken in  Indemnitee's  official  capacity,  the  Indemnitee  shall be
indemnified  only  against  reasonable  Expenses  actually  incurred  by  him in
connection   with   the   Proceeding.    Notwithstanding   the   foregoing,   no
indemnification  for such Expenses shall be made in respect of any Proceeding in
which  the  Indemnitee  shall  have  been  found to be  liable  for  willful  or
intentional  misconduct  in the  performance  of his  duty  to the  Corporation;
provided, however, that, if applicable law so permits,  indemnification for such
Expenses shall nevertheless be made by the Corporation in such event if and only
to the extent that the court in which such Proceeding shall have been brought or
is pending, shall determine.

                                   ARTICLE IV
                                    EXPENSES

     Section  4.1  Expenses  of a Party  Who Is  Wholly  or  Partly  Successful.
Notwithstanding  any other  provision  of this  Agreement,  Indemnitee  shall be
indemnified  against all  Expenses  actually and  reasonably  incurred by him in
connection with any Proceeding to which Indemnitee is a party to (or participant
in) by reason of his Corporate Status and in which Indemnitee is successful,  on
the merits or otherwise.  In the event that Indemnitee is not wholly successful,
on the merits or otherwise, in a Proceeding but is successful,  on the merits or
otherwise,  as to any Claim in such  Proceeding,  the  Company  shall  indemnify
Indemnitee  against all Expenses  actually and reasonably  incurred by him or on
his behalf relating to each successfully  resolved claim,  issue or matter.  For
purposes of this  Section 4.1 and without  limitation,  the  termination  of any
claim, issue or matter in a Proceeding by dismissal,  with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


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     Section 4.2 Indemnification for Expenses as a Witness.  Notwithstanding any
other provision of this  Agreement,  to the extent that Indemnitee is, by reason
of his Corporate  Status, a witness or otherwise  participates in any Proceeding
at a time when he is not named a defendant or respondent in the  Proceeding,  he
shall be indemnified  against all Expenses  actually and reasonably  incurred by
him or on his behalf in connection therewith.

     Section  4.3  Advancement  of  Expenses.  The  Corporation  shall  pay  all
reasonable  Expenses  incurred by or on behalf of Indemnitee in connection  with
any Proceeding or Claim,  whether  brought by the  Corporation or otherwise,  in
advance of any determination  respecting entitlement to indemnification pursuant
to Article V hereof within ten (10) days after the receipt by the Corporation of
a written statement from Indemnitee (a) requesting such payment or payments from
time to time,  whether prior to or after final disposition of such Proceeding or
Claim and (b)  affirming  Indemnitee's  good  faith  belief  that he has met the
standard of conduct  necessary for  indemnification  under Article 2.02-1 of the
TBCA.  Such  statement  or  statements  shall  reasonably  evidence the Expenses
incurred by  Indemnitee.  Indemnitee  hereby  undertakes and agrees that he will
reimburse and repay the  Corporation  for any Expenses so advanced to the extent
that it shall ultimately be determined by a court in a final  adjudication  from
which there is no further right of appeal,  that (1) Indemnitee has not met that
standard of conduct  necessary for  indemnification  under Article 2.02-1 of the
TBCA or (2) Indemnitee is not entitled to be  indemnified  against such Expenses
under Article  2.02-1(E) of the TBCA. Such undertaking shall be accepted without
reference to financial ability to repay.

                                   ARTICLE V
                   PROCEDURE FOR DETERMINATION OF ENTITLEMENT
                               TO INDEMNIFICATION

     Section 5.1 Request by  Indemnitee.  To obtain  indemnification  under this
Agreement,  Indemnitee  shall  submit  to the  Corporation  a  written  request,
including  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.  The  Secretary  or an  Assistant
Secretary of the Corporation shall,  promptly upon receipt of such a request for
indemnification,  advise  the Board in writing  that  Indemnitee  has  requested
indemnification.

     Section 5.2  Determination  of Request.  Upon written request by Indemnitee
for  indemnification  pursuant to the first  sentence  of Section 5.1 hereof,  a
determination,  if required by  applicable  law,  with  respect to  Indemnitee's
entitlement  thereto  shall be made in the  specific  case:  (a) if a Change  in
Control  shall  have  occurred  within  two (2) years  prior to the date of such
written  request,  by Independent  Counsel  (selected in accordance with Section
5.3) in a written  opinion to the Board,  a copy of which shall be  delivered to
Indemnitee,  unless Indemnitee shall request that such  determination be made in
accordance  with Article  2.02-1F (1) or (2) of the TBCA;  or (b) if a Change in
Control  shall  not have  occurred  within  two (2)  years  prior to the date of
Indemnitee's written request for indemnification,  the Independent Counsel shall
be selected  by the Board,  and the  Corporation  shall give  written  notice to


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<PAGE>

Indemnitee  advising him of the identity of the Independent Counsel so selected,
in  accordance  with Article  2.02-1 of the TBCA.  If it is so  determined  that
Indemnitee is entitled to indemnification hereunder, payment to Indemnitee shall
be made  within  ten  (10)  days  after  such  determination.  Indemnitee  shall
cooperate with the person making such determination with respect to Indemnitee's
entitlement  to  indemnification,   including  providing  to  such  person  upon
reasonable  advance  request  any  documentation  or  information  that  is  not
privileged  or  otherwise  protected  from  disclosure  and  that 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 with the person making such determination  shall be
borne by the Corporation  (irrespective of the  determination as to Indemnitee's
entitlement to  indemnification)  and the Corporation hereby agrees to indemnify
and hold harmless Indemnitee therefrom.

     Section 5.3 Independent Counsel. If a Change in Control shall have occurred
and Indemnitee elects that the determination as to indemnification is to be made
by Independent  Counsel,  the Independent Counsel shall be selected by the Board
or a committee of the Board in accordance with Article 2.02-1(F)(3) of the TBCA.
The  Corporation  shall  pay  any  and  all  reasonable  fees  and  expenses  of
Independent  Counsel  incurred by such  Independent  Counsel in connection  with
acting  pursuant  to Section  5.2.  Upon the due  commencement  of any  judicial
proceeding  or  arbitration  pursuant  to  Section  6.1(c)  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).

     Section 5.4 Presumptions and Effect of Certain Proceedings.

     (a)  In  making  a   determination   with   respect   to   entitlement   to
     indemnification  hereunder,  the  Person,  Persons  or entity  making  such
     determination  shall presume that Indemnitee is entitled to indemnification
     under  this   Agreement  if   Indemnitee   has   submitted  a  request  for
     indemnification  in accordance with Section 5.1, and the Company shall have
     the burden of proof to overcome that  presumption  in  connection  with the
     making by any person,  Persons or entity of any  determination  contrary to
     that presumption.

     (b) If a Change in Control shall have  occurred,  the  Indemnitee  shall be
     presumed (except as otherwise  expressly  provided in this Agreement) to be
     entitled to  indemnification  under this  Agreement  upon  submission  of a
     request  for   indemnification   under  Section  5.1,  and  thereafter  the
     Corporation  shall have the burden of proof in overcoming that  presumption
     in reaching a determination  contrary to that presumption.  The presumption
     shall  be  used  by  Independent   Counsel  (or  other  person  or  persons
     determining  entitlement to indemnification) as a basis for a determination
     of  entitlement  to   indemnification   unless  the  Corporation   provides
     information sufficient to overcome such presumption by clear and convincing
     evidence or the investigation,  review and analysis of Independent  Counsel
     (or such other  person or persons)  convinces  him by clear and  convincing
     evidence that the presumption should not apply.


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     (c) The person or persons  empowered  or selected  under  Article V of this
     Agreement to determine  whether  Indemnitee is entitled to  indemnification
     (the  "Reviewing   Party")  shall  make  such   determination  as  soon  as
     practicable  but in no  event  more  than  30  days  after  receipt  by the
     Corporation of the request by Indemnitee  therefor.  If the Reviewing Party
     shall  not  have  made a  determination  within  such  30-day  period,  the
     requisite  determination of entitlement to indemnification  shall be deemed
     to have been made and Indemnitee shall be entitled to such indemnification,
     absent (i) a knowing  misstatement  by  Indemnitee  of a material  fact, or
     knowing  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; provided,  however, that such 30-day period may be extended
     for a  reasonable  time,  not to  exceed  an  additional  30  days,  if the
     Reviewing  Party  in good  faith  requires  such  additional  time  for the
     obtaining or evaluating of  documentation  and/or  information  relating to
     such determination;  and provided,  further, that the 30-day limitation set
     forth in this  Section  5.4(b)  shall not apply  and such  period  shall be
     extended   as   necessary   if  the   determination   of   entitlement   to
     indemnification  is to be made by Independent  Counsel  pursuant to Section
     5.2(a) of this Agreement,  in which case the applicable  period shall be as
     set forth in Section 6.1(c).

     (d) 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
     Indemnitee to  indemnification  or create a presumption that Indemnitee did
     conduct himself,  in his official  capacity,  in good faith and in a manner
     that he reasonably  believed to be in the best interests of the Corporation
     or, in all other cases,  that was not opposed to the best  interests of the
     Corporation  or, with respect to any criminal  Proceeding,  that Indemnitee
     had reasonable  cause to believe that his conduct was unlawful.  Indemnitee
     shall be deemed to have been  found  liable in  respect  of any Claim  only
     after he shall have been so adjudged by a court in  competent  jurisdiction
     after exhaustion of all appeals therefrom.

     (e) Any action taken by Indemnitee in connection with any employee  benefit
     plan shall, if taken in good faith by Indemnitee and in a manner Indemnitee
     reasonably  believed to be in the  interest of the  participants  in or the
     beneficiaries  of that plan,  be deemed to have been taken in a manner "not
     opposed to the best interests of the  Corporation" for all purposes of this
     Agreement.


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<PAGE>

                                   ARTICLE VI
                         CERTAIN REMEDIES OF INDEMNITEE

     Section 6.1 Indemnitee Entitled to Adjudication in an Appropriate Court. In
the event (a) a  determination  is made pursuant to Article V that Indemnitee is
not entitled to  indemnification  under this  Agreement;  (b) there has been any
failure by the  Corporation to make timely payment or advancement of any amounts
due hereunder;  or (c) the determination of entitlement to indemnification is to
be made by Independent  Counsel  pursuant to Section 5.2 and such  determination
shall not have been made and delivered in a written opinion within 90 days after
(i) such Independent Counsel's being appointed, (ii) the overruling by the Court
of objections to such counsel's selection or (iii) expiration of all periods for
the Corporation or Indemnitee to object to such counsel's selection,  Indemnitee
shall  be  entitled  to  commence  an  action  seeking  an  adjudication  in  an
appropriate  court of the State of Texas,  or in any  other  court of  competent
jurisdiction,  of his  entitlement  to such  indemnification  or  advancement of
Expenses.  Alternatively,  Indemnitee,  at his  option,  may  seek an  award  in
arbitration  to be conducted by a single  arbitrator  pursuant to the Commercial
Arbitration  Rules of the American  Arbitration  Association.  Indemnitee  shall
commence such action seeking an adjudication  or an award in arbitration  within
one hundred eighty (180) days following the date on which  Indemnitee  first has
the right to commence  such action  pursuant to this  Section 6.1, or such right
shall expire;  provided,  however,  that the foregoing clause shall not apply in
respect of a  proceeding  brought by  Indemnitee  to  enforce  his rights  under
Section 4.1. The Corporation agrees not to oppose Indemnitee's right to seek any
such adjudication or award in arbitration.

     Section 6.2 Adverse Determination Not to Affect any Judicial Proceeding. In
the event that a  determination  shall have been made pursuant to Article V that
Indemnitee  is not  entitled to  indemnification,  any  judicial  proceeding  or
arbitration  commenced  pursuant to this  Article VI 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 such  initial  adverse  determination.  In any
judicial  proceeding or arbitration  commenced  pursuant to this Article VI, the
Corporation  shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.

     Section 6.3 Corporation  Bound by Determination  Favorable to Indemnitee in
any Judicial Proceeding or Arbitration.  If a determination shall have been made
or deemed to have been made pursuant to Article V that Indemnitee is entitled to
indemnification,  the Corporation  shall be bound by such  determination  in any
judicial proceeding or arbitration commenced pursuant to this Article VI, absent
(i)  a  misstatement  by  Indemnitee  of a  material  fact,  or an  omission  by
Indemnitee  of a material fact  necessary to make a statement by Indemnitee  not
materially  misleading,  in connection with the request for indemnification,  or
(ii) a prohibition of such indemnification under applicable law.

     Section 6.4 Corporation  Bound by the Agreement.  The Corporation  shall be
precluded  from asserting in any judicial  proceeding or  arbitration  commenced
pursuant  to this  Article  VI 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.


                                       9
<PAGE>

     Section 6.5 Indemnitee Entitled to Expenses of Judicial Proceeding.  In the
event  that  Indemnitee  seeks  a  judicial  adjudication  of  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 Article I) actually and
reasonably  incurred by him in 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.

                                  ARTICLE VII
                                  MISCELLANEOUS

     Section  7.1   Non-Exclusivity.   The  rights  of   Indemnitee  to  receive
indemnification  and 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 Articles of Incorporation or Bylaws of the
Corporation,  any other  agreement,  vote of  shareholders  or a  resolution  of
directors, or otherwise. No amendment, alteration or repeal of this Agreement or
any provision  hereof shall adversely affect  Indemnitee's  rights hereunder and
such rights  shall be in addition  to any rights  Indemnitee  may have under the
Corporation's  Articles of Incorporation,  Bylaws and the TBCA or otherwise.  To
the extent  that there is a change in the TBCA  (whether  by statute or judicial
decision)  which  allows  greater  indemnification  by  agreement  than would be
afforded  currently under the Corporation's  Articles of Incorporation or Bylaws
and this  Agreement,  it is the intent of the parties hereto that the Indemnitee
shall enjoy by virtue of this Agreement the greater  benefit so afforded by such
change.

     Section 7.2 Insurance and Subrogation.

     (a) To the extent that the  Corporation  maintains an  insurance  policy or
     policies providing liability insurance for directors,  officers, employees,
     agents or  fiduciaries  of the  Corporation  or of any  other  corporation,
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise  that such  person  serves at the  request  of the  Corporation,
     Indemnitee  shall be covered by such policy or policies in accordance  with
     its or their terms to the maximum extent of the coverage  available for any
     such director,  officer,  employee, agent or fiduciary under such policy or
     policies.

     (b) In the event of any payment by the  Corporation  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.


                                       10
<PAGE>

     (c) 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  has  otherwise  actually  received such payment under any
     insurance policy, contract, agreement or otherwise.

     Section 7.3 Certain  Settlement  Provisions.  The Corporation shall have no
obligation  to indemnify  Indemnitee  under this  Agreement  for amounts paid in
settlement  of a Proceeding  or Claim  without the  Corporation's  prior written
consent.  The Corporation shall not settle any Proceeding or Claim in any manner
that  would  impose  any  fine  or  other   obligation  on  Indemnitee   without
Indemnitee's consent.  Neither the Corporation nor Indemnitee shall unreasonably
withhold their consent to any proposed settlement.  The Corporation's obligation
to  indemnify  or advance  Expenses  hereunder  to  Indemnitee  with  respect to
Indemnitee's  service at the request of the Corporation as a director,  officer,
employee or agent of any other corporation,  partnership,  joint venture, trust,
employee  benefit  plan or other  enterprise  shall  be  reduced  by any  amount
Indemnitee has actually received as  indemnification  or advancement of Expenses
from such other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise.

     Section 7.4 Exculpation of Directors. If Indemnitee is or was a director of
the  Corporation,  he shall not in that capacity be liable to the Corporation or
its  shareholders  for monetary  damages for an act or omission in  Indemnitee's
capacity  as a  director,  except  that  Indemnitee's  liability  shall  not  be
eliminated or limited for: (a) a breach of  Indemnitee's  duty of loyalty to the
Corporation or its  shareholders;  (b) an act or omission not in good faith that
constitutes  a breach of duty of the  director to the  Corporation  or an act or
omission that involves intentional misconduct or a knowing violation of the law;
(c) a transaction from which Indemnitee received an improper benefit, whether or
not the benefit  resulted from an action taken within the scope of  Indemnitee's
office;  or (d) an act or omission  for which the  liability  of  Indemnitee  is
expressly  provided for by statute.  Notwithstanding  any of the foregoing,  the
Indemnitee shall be exculpated from liability to the fullest extent  permissible
by applicable law as in effect from time to time.

     Section 7.5 Duration of Agreement.  This  Agreement  shall  continue for so
long as  Indemnitee  serves as a director of the  Corporation  or as a director,
officer,  partner,  employee,  agent  or  fiduciary  of any  other  corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise in
which the  Corporation has an interest,  and thereafter  shall survive until and
terminate  upon the later to occur of:  (a) ten (10)  years  after the date that
Indemnitee  shall  have  ceased  to  serve  as a  director  or  officer  of  the
Corporation or of any other  corporation,  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise which Indemnitee served at the request
of the  Corporation;  (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
Article VI relating thereto; or (c) the expiration of all statutes of limitation
applicable to possible Claims arising out of Indemnitee's Corporate Status. 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,  legal
representatives and  administrators,  and this Agreement does not, and shall not
be  construed  to confer any  rights on any  person  that is not a party to this
Agreement, other than Indemnitee's spouse, and his heirs, executors and assigns.


                                       11
<PAGE>

     Section 7.6 Notice by Each Party.  Indemnitee agrees to promptly notify the
Corporation in writing upon being served with any summons,  citation,  subpoena,
complaint,  indictment,  information or other document or communication relating
to  any   Proceeding  or  Claim  for  which   Indemnitee   may  be  entitled  to
indemnification or advancement of Expenses hereunder; provided, however, failure
to  give  such   notice   shall  not  deprive   Indemnitee   of  his  rights  to
indemnification  and  advancement of Expenses  under this  Agreement  unless the
Company is actually and materially prejudiced thereby. The Corporation agrees to
promptly notify  Indemnitee in writing,  as to the pendency of any Proceeding or
Claim which may involve a claim against the Indemnitee for which  Indemnitee may
be entitled to indemnification or advancement of Expenses hereunder.

     Section 7.7 Amendment. This Agreement may not be modified,  supplemented or
amended except by a written  instrument  executed by or on behalf of each of the
parties hereto.

     Section 7.8 Waivers.  No waiver of any of the  provisions of this Agreement
shall be deemed or shall  constitute a waiver of any provisions  hereof (whether
or not similar) not shall such waiver constitute a continuing waiver.

     Section 7.9 Entire  Agreement.  This Agreement and the documents  expressly
referred to herein  constitute the entire  agreement  between the parties hereto
with  respect  to  the  matters   covered   hereby,   and  any  other  prior  or
contemporaneous oral or written understandings or agreements with respect to the
matters covered hereby are expressly superseded by this Agreement. All Expenses,
liabilities  and  Proceedings  incurred or arising  during the term of any prior
understanding  or agreement shall be subject to the terms and conditions of this
Agreement rather than any prior agreement.

     Section 7.10  Severability.  If any provision of this Agreement  (including
any provision within a single section, paragraph or sentence) or the application
of such provision to any person or circumstance, shall be judicially declared to
be invalid,  unenforceable or void 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 which
is not  itself  invalid,  illegal  or  unenforceable)  shall  not in any  way by
affected or impaired  thereby;  (b) such provision or provisions shall be deemed
reformed to the extent  necessary to conform to  applicable  law and to give the
maximum  effect to the  intent of the  parties  hereto;  and (c) 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  which is not itself
invalid,  illegal or  unenforceable)  shall be construed so as to give effect to
the intent manifested thereby.


                                       12
<PAGE>

     Section 7.11 Notices.  Unless  otherwise  expressly  provided  herein,  all
notices, requests, demands, consents, waivers, instructions, approvals and other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if (a)  delivered by hand and receipted for by the party to whom said
notice  or other  communication  shall  have  been  directed  or (b)  mailed  by
certified or registered mail with postage  prepaid,  on the third (3rd) business
day after the date on which it is so mailed:


           If to the Corporation:  Gexa Energy
                                   _________________________
                                   _________________________

                                   Attn: Chairman

           If to Indemnitee:
                                   _________________________
                                   _________________________
                                   _________________________
                                   _________________________


     or to such other  address as may have been  furnished to the  Indemnitee by
the  Corporation or to the  Corporation  by Indemnitee,  as the case may be. All
notices  and  other  communications  given to any party in  accordance  with the
provisions of this  Agreement  shall be deemed to have been given when delivered
or sent to the intended  recipient  thereof in accordance with the provisions of
this Section 7.11.

     Section  7.12  Contribution.   To  the  fullest  extent  permissible  under
applicable  law,  if the  indemnification  provided  for in  this  Agreement  is
unavailable to Indemnitee  for any reason  whatsoever,  the Company,  in lieu of
indemnifying Indemnitee,  shall contribute to the amount incurred by Indemnitee,
whether for judgments,  fines,  penalties,  excise taxes,  amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating to
an  indemnifiable  event under this  Agreement,  in such proportion as is deemed
fair and  reasonable  in light of all the  circumstances  of such  Proceeding in
order  to  reflect:  (a) the  relative  benefits  received  by the  Company  and
Indemnitee  as a result of the event(s)  and/or  transaction(s)  giving cause to
such  Proceeding;  and/or  (b)  the  relative  fault  of the  Company  (and  its
directors,  officers,  employees and agents) and  Indemnitee in connection  with
such event(s) and/or transaction(s).

     Section 7.13 Governing Law. This  Agreement and the legal  relations  among
the parties shall be construed in  accordance  with and governed by, the laws of
the State of Texas, without regard to its conflict of law rules.


                                       13
<PAGE>

     Section 7.14 Headings.  The Article and Section  headings in this Agreement
are for  convenience  of  reference  only,  and  shall not be deemed to alter or
affect the meaning or interpretation of any provisions hereof.

     Section 7.15  Counterparts.  This  Agreement may be executed in one or more
counterparts,  each of which shall be deemed to be an original  and all of which
together  shall  be  deemed  to be one and the  same  instrument.  Only one such
counterpart  signed by the party against whom  enforceability is sought needs to
be produced to evidence the existence of this Agreement.

     Section   7.16   Certain   Persons   Not   Entitled   to   Indemnification.
Notwithstanding  any other provision of this Agreement,  Indemnitee shall not be
entitled to indemnification or advancement of Expenses hereunder with respect to
any Proceeding or any Claim therein,  brought or made by Indemnitee or any claim
therein prior to a Change of Control,  unless the bringing of such Proceeding or
making of such Claim shall be approved by the Board,  and except as specifically
provided in Article V or Article VI hereof.

     Section 7.17 Indemnification for Negligence, Gross Negligence, etc. WITHOUT
LIMITING THE  GENERALITY  OF ANY OTHER  PROVISION  HEREUNDER,  IT IS THE EXPRESS
INTENT OF THIS AGREEMENT THAT INDEMNITEE BE INDEMNIFIED AND EXPENSES BE ADVANCED
REGARDLESS OF INDEMNITEE'S ACTS OF NEGLIGENCE, GROSS NEGLIGENCE,  INTENTIONAL OR
WILLFUL  MISCONDUCT  TO THE  EXTENT  THAT  INDEMNIFICATION  AND  ADVANCEMENT  OF
EXPENSES IS ALLOWED UNDER APPLICABLE LAW AS IF EFFECT FROM TIME TO TIME PURSUANT
TO THE TERMS OF THIS AGREEMENT.

     Section 7.18 Miscellaneous. Use of the masculine pronoun shall be deemed to
include  usage of the  feminine  pronoun  where  appropriate.  When used in this
Agreement,  the words "herein," "hereof" and words of similar import shall refer
to this Agreement as a whole and not to any provision of this Agreement, and the
word  "Section"  refers  to  a  Section  of  this  Agreement,  unless  otherwise
specified.

                            [Signature page follows]




                                       14
<PAGE>

     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered to
be effective as of the date first above written.


GEXA ENERGY



____________________________
Name: ______________________
Title:______________________



INDEMNITEE



____________________________
Name: ______________________
Title:______________________






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