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                                    Exhibit 10.2

                              NOGATECH DELAWARE, INC.

                         FORM OF INDEMNIFICATION AGREEMENT

       This Indemnification Agreement ("Agreement") is effective as of
October ___, 1999, by and between Nogatech , Inc., a Delaware corporation
(the "Company") and ____________________ ("Indemnitee").

       WHEREAS, the Company and Indemnitee recognize the continued difficulty
in obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;

       WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and
directors to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited;

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

       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, wishes to provide for the indemnification and advancing of expenses
to Indemnitee to the maximum extent permitted by law; and

       WHEREAS, in view of the considerations set forth above, the Company
desires that effective as of the date hereof, Indemnitee shall be indemnified
by the Company as set forth herein.

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

       1.     INDEMNIFICATION.

              (a)    THIRD PARTY PROCEEDINGS.  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, arbitration or proceeding, whether civil,
criminal, administrative or investigative or other (other than an action or
suit by or in the right of the Company or any subsidiary of the Company) or
any inquiry or investigation that Indemnitee in good faith believes might
lead to the institution of any such action, suit, arbitration or proceeding,
whether civil, criminal, administrative, investigative or other, by reason of
(or arising in part out of) any event or occurrence related to the fact that
Indemnitee (i) is or was a director, officer, employee, agent or fiduciary of
the Company or any subsidiary of the Company, (ii) is or was serving at the
request of the Company as a director, officer, employee, agent or

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fiduciary of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) by reason of any action or inaction on the part of
Indemnitee while serving in any such capacity, against any and all expenses
(including reasonable attorneys' fees) and all other costs, expenses and
obligations paid or 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,
arbitration, proceeding, inquiry or investigation, judgment, fines, penalties
and amounts paid in settlement (if such settlement is approved in advance by
the Company, which approval shall not be unreasonably withheld), including
all interest, assessments and other charges paid or payable in connection
therewith or in respect thereof (collectively, hereinafter "Expenses"), in
each case to the extent actually and reasonably incurred by Indemnitee, if
Indemnitee acted in good faith and in a manner Indemnitee reasonably beleved
to be in or not opposed to the best interests of the Company or any
subsidiary of the Company, as applicable, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe Indemnitee's conduct
was unlawful.  The termination of any action, suit, arbitration or
proceeding, inquiry or investigation by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not,
in and of itself, create a presumption that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or any subsidiary of the
Company, as applicable, or, with respect to any criminal action or
proceeding, that Indemnitee's had reasonable cause to believe that
Indemnitee's conduct was unlawful.

              (b)    PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. 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 or suit by or in the right of
the Company, any subsidiary of the Company or Old Nogatech to procure a
judgment in its favor by reason of any event or occurrence related to the
fact that Indemnitee (i) is or was a director, officer, employee, agent or
fiduciary of the Company, any subsidiary of the Company, (ii) 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 (iii) by reason of any action or inaction on the part of
Indemnitee while serving in any such capacity, against any and all Expenses
and, to the fullest extent permitted by law, amounts paid in settlement of
any such action or suit, in each case to the extent actually and reasonably
incurred by Indemnitee, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company or any subsidiary of the Company, as applicable, except that
no indemnification shall be made in respect of any claim, issue or matter as
to which Indemnitee shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit is brought shall determine
upon application that, in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such Expenses
and then only to the extent that the Court of Chancery of the State of
Delaware or such other court shall determine.

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              (c)    MANDATORY PAYMENT OF EXPENSES.  Notwithstanding any
other provision of this Agreement, 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,
arbitration, proceeding, inquiry or investigation referred to in Section
(l)(a) or (b) hereof or in the defense of any claim, issue or matter therein,
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.

       2.     EXPENSES; INDEMNIFICATION PROCEDURE.

              (a)    ADVANCEMENT OF EXPENSES. The Company shall advance all
Expenses and, to the fullest extent permitted by law, amounts paid in
settlement of any action, suit, arbitration, proceeding, inquiry or
investigation referred to in Section (l)(a) or (b) hereof.  Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall ultimately be determined by a final judicial determination (as to which
all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee
is not entitled to be indemnified by the Company as authorized hereby.  The
advances to be made hereunder shall be paid by the Company to Indemnitee
within twenty (20) days after receipt of the written request of the
Indemnitee.

              (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).  Notice shall be deemed received five (5) business
days after the date postmarked if sent by domestic certified or registered
mail, properly addressed; otherwise notice shall be deemed received when such
notice shall actually be received by the Company.  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)    PROCEDURE.  Any indemnification and advances provided
for in Section 1 and this Section 2 shall be made no later than thirty (30)
and twenty (20) days, respectively, after receipt of the written request of
Indemnitee.  If a claim under this Agreement, under any statute, or under any
provision of the Company's Certificate of Incorporation or Bylaws providing
for indemnification, is not paid in full by the Company within thirty (30)
days after a written request for payment thereof has first been received by
the Company, Indemnitee may, but need not, at any time thereafter bring an
action against the Company to recover the unpaid amount of the claim and,
subject to Section 14 of this Agreement, Indemnitee shall also be entitled to
be paid for the Expenses of bringing such action.  It shall be a defense to
any such action (other than an action brought to enforce a claim for Expenses
incurred in connection with any action, suit, arbitration, proceeding,
inquiry or investigation in advance of its final disposition) that Indemnitee
has not met the standards of conduct or did not have such belief which make
it permissible under applicable law for the Company to indemnify Indemnitee
for the amount claimed, but the burden of proving such defense shall be on

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the Company, and Indemnitee shall be entitled to receive interim payments of
Expenses pursuant to Section 2(a) unless and until such defense may be
determined by a final judicial determination (as to which all rights of
appeal therefrom have been exhausted or lapsed).  It is the parties'
intention that if the Company contests Indemnitee's right to indemnification,
the question of Indemnitee's right to indemnification shall be for the court
to decide, and neither the failure of the Company (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent
legal counsel or its stockholders) to have made a determination that
indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met any applicable standard of conduct or hd any particular
belief, nor an actual determination by the Company (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent
legal counsel or its stockholders) that Indemnitee has not met such standard
of conduct or did not have such belief, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct or did not
have any particular belief.

              (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 officers' and directors' liability insurance in effect, the
Company shall give prompt notice of the commencement of the action, suit,
arbitration, proceeding, inquiry or investigation relating to the 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, arbitration, proceeding,
inquiry or investigation in accordance with the terms of such policies.

              (e)    SELECTION OF COUNSEL.  In the event the Company shall be
obligated under Section 2(a) hereof to pay the Expenses of any action, suit,
arbitration, proceeding, inquiry or investigation against Indemnitee, the
Company, if appropriate, shall be entitled to assume the defense of such
action, suit, arbitration, 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, arbitration, proceeding, inquiry or investigation; provided that, (i)
Indemnitee shall have the right to employ Indemnitee's counsel in any such
action, suit, arbitration, 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,
arbitration, proceeding, inquiry or investigation, then the fees and Expenses
of Indemnitee's counsel shall be at the expense of the Company.

       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

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specifically authorized by the other provisions of this Agreement, the
Company's Certificate of Incorporation, the Company's Bylaws 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 right of a Delaware corporation to
indemnify a member of its board of directors or an officer, employee, agent
or fiduciary of the Company, or any subsidiary of the Company, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change.  In the event of any change
in any applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary of the Company, or any subsidiary of the
Company, 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 Bylaws, any
agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware, or otherwise, both as to action in
Indemnitee's official capacity and as to action in any other capacity while
holding such office. 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 at the time of any such action, suit, arbitration, proceeding,
inquiry or investigation or other covered proceeding.

       4.     NO DUPLICATION OF PAYMENTS.  The Company shall not be liable
under this Agreement to make any payment in connection with any action, suit,
arbitration, proceeding, inquiry or investigation against Indemnitee to the
extent Indemnitee has otherwise actually received payment (under any
insurance policy, Bylaw 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 the Expenses reasonably incurred by Indemnitee in the
investigation, defense, appeal or settlement of any civil or criminal action,
arbitration, or any other proceeding, but not, however, for all of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion thereof 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 and officers
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.

       7.     CONTRIBUTION.  If the indemnification provided in this
Agreement is unavailable and may not be paid to Indemnitee for any reason
other than statutory

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limitations set forth in the Delaware General Corporation Law, then in
respect of any threatened, pending or completed action, suit, arbitration,
proceeding, inquiry or investigation in which the Company or any subsidiary
of the Company, as applicable,is jointly liable with Indemnitee (or would be
if joined in such action, suit, arbitration, proceeding, inquiry or
investigation), the Company shall contribute to the amount of Expenses
actually and reasonably incurred and paid or payable by Indemnitee in such
proportion as is appropriate to reflect (i) the relative benefits received by
the Company or any subsidiary of the Company, as applicable, on the one hand
and Indemnitee on the other hand from the transaction from which such action,
suit, arbitration, proceeding, inquiry or investigation arose, and (ii) the
relative fault of the Company or any subsidiary of the Company, as
applicable, on the one hand and of Indemnitee on the other in connection with
the events which resulted in such Expenses, as well as any other relevant
equitable considerations.  The relative fault of the Company or any
subsidiary of the Company, as applicable, on the one hand and of Indemnitee
on the other shall be determined by reference to, among other things, the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent the circumstances resulting in such Expenses.  The Company
agrees that it would not be just and equitable if contribution pursuant to
this Section 7 were determined by pro rata allocation or any other method of
allocation which does not take account of the foregoing equitable
considerations.

       8.     OFFICERS' AND DIRECTORS' LIABILITY INSURANCE.

              (a)    INITIAL COVERAGE.  The Company shall, from time to time,
make the good faith determination whether or not it is practicable for the
Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the officers and directors of the
Company with coverage for losses from wrongful acts, or to ensure the
Company's performance of its indemnification obligations under this
Agreement.  Among other considerations, the Company will weigh the costs of
obtaining such insurance coverage against the protection afforded by such
coverage.  To the extent the Company maintains officers' and directors'
liability insurance, 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, if
Indemnitee is not an officer or director but is a key employee.
Notwithstanding the foregoing, the Company shall have no obligation to obtain
or maintain such insurance if (a) the Company determines in good faith that
(i) such insurance is not reasonably available, (ii) the premium costs for
such insurance are disproportionate to the amount of coverage provided or
(iii) the coverage provided by such insurance is limited by exclusions so as
to provide an insufficient benefit, or (B) Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company.

              (b)    NOTICE UPON TERMINATION.  In the event that the
insurance coverage provided in Section 8(a) is canceled or will not be
renewed or replaced by the Company because the Company has determined in good
faith that such insurance is not reasonably available, that the premium costs
for such insurance are disproportionate to the amount of coverage provided,
that the coverage provided by

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such insurance is limited by the exclusions so as to provide an insufficient
benefit, or otherwise, then the Company shall notify the Indemnitee in
writing within fifteen (15) days after the date that such insurance is
canceled or the date the decision not to renew or replace such insurance is
made.

              (c)    "TAIL" COVERAGE.  In the event that the insurance
coverage provided in Section 8(a) is canceled or will not be renewed or
replaced, the Company will make the good faith determination whether or not
it is practicable for the Company to obtain and maintain a "tail" insurance
policy or policies with reputable insurance companies providing the officers
and directors of the Company with coverage for losses for wrongful acts, or
to assure the Company's performance of its indemnification obligations under
this Agreement.  Among other considerations, the Company will weigh the costs
of obtaining such insurance coverage against the protection afforded by such
coverage.

       9.     SEVERABILITY.  Nothing in this Agreement is intended to require
or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law.  The Company's inability, pursuant to court
order, to perform its obligations under this Agreement shall not constitute a
breach of this Agreement.  The provisions of this Agreement shall be
severable as provided in this Section 9.  If this Agreement or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the
full extent permitted by any applicable portion of this Agreement that shall
not have been invalidated, and the balance of this Agreement not so
invalidated shall be enforceable in accordance with its terms.

       10.    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; or

              (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 statute or law, (ii) in
specific cases if the Board of Directors has approved the initiation or
bringing of such proceedings or claims or (iii) as otherwise required under
Section 145 of the Delaware General Corporation Law; or

              (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

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              (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.

       11.    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, 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.

       12.    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

       13.    SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors (including any direct or indirect successor of the Company by
purchase, merger, consolidation or otherwise to all or substantially all the
business and/or assets of the Company), assigns, estates, spouses, heirs,
executors and personal and legal representatives.

       14.    EXPENSES AND ATTORNEYS' FEES.  In the event that any action is
instituted by Indemnitee under this Agreement, or under any directors' and
officers' liability insurance policy maintained by the Company, to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to
be paid all court costs and Expenses incurred by Indemnitee with respect to
such action and shall be entitled to the advancement of such costs and
Expenses with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, unless as a part of such

                                      -8-
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action the court having jurisdiction over such action determines that each of
the material assertions made by Indemnitee as a basis for such action was not
made in good faith or was frivolous.  In the event of an action instituted by
or in the name of the Company under this Agreement to enforce or interpret
any of the terms of this Agreement, Indemnitee shall be entitled to be paid
all court costs and Expenses, including attorneys' fees, incurred by
Indemnitee in defense of such action (including reasonable costs and Expenses
incurred with respect to Indemnitee's counterclaims and cross-claims made in
such action) and shall be entitled to the advancement of such costs and
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.

       15.    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 fifth 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.

       16.    CONSENT TO JURISDICTION.  The Company and Indemnitee each
hereby irrevocably consent to the jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action, suit, arbitration,
proceeding, inquiry or investigation which arises out of or relates to this
Agreement and agree that any action, suit, arbitration, proceeding, inquiry
or investigation instituted under this Agreement shall be commenced,
prosecuted and continued only in the Court of Chancery of the State of
Delaware in and for New Castle County, which shall be the exclusive and only
proper forum for adjudicating such a claim.

       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
Delaware, as applied to contracts between Delaware residents, entered into
and to be performed entirely within the State of Delaware, 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.    CONTINUATION OF INDEMNIFICATION. All agreements and obligations
of the Company contained herein shall continue during the period that
Indemnitee is a director, officer or agent of the Company and shall continue
thereafter so long as Indemnitee shall be subject to any possible claim or
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative, by reason of the
fact that Indemnitee was serving in the capacity referred to herein.

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       20.    AMENDMENT AND TERMINATION.  Subject to Section 19, no
amendment, modification, termination or cancellation of this Agreement shall
be effective unless it is in writing signed by both the parties hereto.

       21.    WAIVER.  No failure or delay on the part of the Company or
Indemnitee in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of
any other right or power.

       22.    HEADINGS.  Section headings used herein are for convenience of
reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.

       23.    INTEGRATION AND ENTIRE AGREEMENT; NO IMPLIED RIGHT OF
EMPLOYMENT.  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.  Nothing contained in this
Agreement is intended to create in Indemnitee any right to continued
employment.

       24.    CONFLICT OF INTEREST. Indemnitee acknowledges that Bay Venture
Counsel, LLP ("BVC"), is the general corporate counsel to the Corporation and
waives any conflicts associated therewith, and hereby consents to BVC's role
hereunder notwithstanding its position as the Corporation's law firm in
drafting this Agreement and advising the Corporation with respect to this
Agreement. Indemnitee acknowledges that BVC has advised Indemnitee to seek
independent counsel to advise him as to matters relating to this Agreement.




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

                                       NOAGATECH , INC.


                                       By:
                                          ---------------------------------
                                          Arie Heiman, President and
                                          Chief Executive officer


AGREED TO AND ACCEPTED:

INDEMNITEE:



(Signature)


---------------------------------
(Name of Indemnitee)


---------------------------------


---------------------------------
(Address)




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