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INDEMNITY AGREEMENT



     This Agreement is made as of this      day of     , by and between
INVIVO Corporation, a Delaware corporation (the “Corporation”), and
     (“Indemnitee”), a director and/or officer of the Corporation.





RECITALS



     A.     The Corporation and the Indemnitee recognize that the interpretation of
ambiguous statutes, regulations, court opinions and the Corporation’s
Certificate of Incorporation, as amended, and Restated Bylaws is too uncertain
to provide the Corporation’s officers and directors with adequate or reliable
advance knowledge or guidance with respect to the legal risks and potential
liabilities to which they may become personally exposed as a result of
performing their duties in good faith for the Corporation.



     B.     The Corporation and the Indemnitee are aware of the substantial growth
in the number of lawsuits filed against corporate officers and directors.



     C.     The Corporation and the Indemnitee recognize that the cost of defending
against such lawsuits, whether or not meritorious, may impose substantial
economic hardship upon officers and directors.



     D.     The Corporation and the Indemnitee recognize that the legal risks,
potential liabilities and expenses of defense associated with lawsuits filed
against officers and directors arising or alleged to arise from the conduct of
the affairs of the Corporation are frequently excessive in view of the amount
of compensation received by the Corporation’s officers and directors, and thus
may act as a significant deterrent to the ability of the Corporation to obtain
experienced and capable officers and directors.



     E.     Section 145 of the Delaware General Corporation Law which sets forth
certain provisions relating to the mandatory and permissive indemnification of
officers and directors (among others) of a Delaware corporation by such
corporation, is specifically not exclusive of other rights to which those
indemnified thereunder may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.



     F. In order to induce capable persons such as the Indemnitee to serve or
continue to serve as officers or directors of the Corporation and to enable
them to perform their duties to the Corporation secure in the knowledge that
certain expenses and liabilities which may be incurred by them will be borne by
the Corporation, the Board of Directors of the Corporation has determined,
after due consideration and investigation of the terms and provisions of this
Agreement and the various other options available to the Corporation and the
Indemnitee in lieu hereof, that the following Agreement is in the best
interests of the Corporation and its stockholders.



 







 


     G.     The Corporation desires to have the Indemnitee serve or continue to
serve as an officer or director of the Corporation and the Indemnitee desires
to serve or continue to serve as an
officer or director of the Corporation; provided, and on the express
condition, that the Indemnitee is furnished with the indemnity set forth
hereinafter.



     H.     The Corporation and the Indemnitee desire that the Indemnitee should be
held harmless and indemnified .in the Indemnitee’s capacity as a director
and/or officer of the Corporation to the fullest extent permitted by the
Delaware General Corporation Law and the Restated Bylaws of the Corporation.





AGREEMENT



     NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below and based on the premises set forth above, the Corporation and
Indemnitee do hereby agree as follows:



     1.     Definitions. As used in this Agreement:



          (a) The term “Proceeding” shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the name of the
Corporation or otherwise and whether of a civil, criminal or administrative or
investigative nature, including, but not limited to, actions, suits or
proceedings brought under and/or predicated upon the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, their respective
state counterparts or any rule or regulation promulgated thereunder, in which
Indemnitee may be or may have been involved as a party or otherwise, by reason
of the fact that Indemnitee is or was a director and/or officer of the
Corporation, by reason of any action taken by him or of any inaction on his
part while acting as such director and/or officer or by reason of the fact that
he is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, whether or not he is serving in such capacity at the time any
liability or expense is incurred.



          (b) The term “Expenses” includes, without limitation thereto, expenses of
investigations, judicial or administrative proceedings or appeals, judgments,
fines or amounts paid in settlement by or on behalf of Indemnitee, attorneys’
fees and disbursements, and any expenses of establishing a right to
indemnification under Paragraph 7 of this Agreement.



     2.     Indemnity in Third Party Proceedings. The Corporation shall indemnify
Indemnitee in accordance with the provisions of this section if Indemnitee is a
party to, threatened to be made a party to, or otherwise involved in any
Proceeding (other than a Proceeding by the Corporation itself to procure a
judgment in its favor), by reason of the fact that Indemnitee is or was a
director and/or officer of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, whether
such Proceeding is based on the Indemnitee’s being a director and/or officer of
the Corporation or serving in such other capacity prior to or subsequent to the
date hereof,


 







 




against all Expenses actually incurred by Indemnitee in connection
with the defense or settlement of such Proceeding, provided it is determined
pursuant to Paragraph 6 of this Agreement or by the court before which such
action was brought, that Indemnitee acted in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Corporation and, in the case of a criminal proceeding, in addition, had no
reasonable cause to believe that Indemnitee’s conduct was unlawful. The
termination of any such
Proceeding by judgment, order of court, settlement, conviction, or upon a
plea of nolo contenders, or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith in a manner which
Indemnitee reasonably believed to be in the best interests of the Corporation,
or with respect to any criminal proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful.



     3.     Indemnity in Proceedings by or In the Name of the Corporation. The
Corporation shall indemnify Indemnitee against all Expenses actually incurred
by Indemnitee in connection with the defense or settlement of any Proceeding by
or in the name of the Corporation to procure a judgment in its favor by reason
of the fact that Indemnitee was or is a director and/or officer of the
corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, whether such Proceeding is based on the
Indemnitee’s being a director and/or officer of the Corporation or serving in
such other capacity prior to or subsequent to the date hereof, but only if
Indemnitee acted in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation.
Notwithstanding the foregoing, no indemnification for Expenses shall be made
under this Paragraph 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been adjudged to be liable to the Corporation, unless and
only to the extent that any court in which such Proceeding is brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem proper.



     4.     Indemnification of Expenses of Successful Party.
Notwithstanding any other provisions of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter therein, including the
dismissal of an action without prejudice, Indemnitee shall be indemnified
against all Expenses incurred in connection therewith.



     5.     Advances of Expenses. Expenses incurred by Indemnitee pursuant to
Paragraphs 2 and 3 in any Proceeding shall be paid by the Corporation in
advance at the written request of the Indemnitee, provided Indemnitee
undertakes to repay such amount to the extent that it is ultimately determined
that Indemnitee is not entitled to indemnification.



     6.     Right of Indemnitee to Indemnification Upon Application; Procedure Upon
Application. Any indemnification or advance under Paragraphs 2, 3 and/or 4
hereof shall


 







 




 be made no later than 45 days after receipt of the written request
of Indemnitee, unless a determination is made within said 45-day period by (a)
the Board of Directors of the Corporation by a majority vote of a quorum
thereof consisting of directors who are not parties to the Proceedings that are
the subject of Indemnitee’s request, or (b) independent legal counsel in a
written opinion (which counsel shall be appointed if such a quorum is not
obtainable), that the Indemnitee has not met the relevant standards for
indemnification set forth in Paragraphs 2 and
3.



     The right to indemnification or advances as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent jurisdiction. The
burden of proving that indemnification or advances are not appropriate shall be
on the Corporation. The failure of the
Corporation to have made a determination that indemnification or advances
are proper in the circumstances shall not be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of conduct.
Indemnitee’s Expenses incurred in connection with successfully establishing his
right to indemnification or advances, in whole or in part, in any such
Proceeding shall also be indemnified by the Corporation.



     7.     Selection of Counsel. In the event the Corporation shall be obligated
to pay Expenses related to any Proceeding to which Indemnitee is a party, the
Corporation shall be entitled to assume the defense of such Proceeding with
counsel approved by Indemnitee (whose approval will not be unreasonably
withheld), upon the delivery to Indemnitee of written notice of the
Corporation’s election to assume the defense. After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the
Corporation, the Corporation will not be liable to Indemnitee under this
Agreement for any fees of separate counsel subsequently incurred by Indemnitee
with respect to the same Proceeding, provided that Indemnitee shall have the
right to employ separate counsel in any such proceeding at Indemnitee’s
expense; and provided further that, if (i) the employment of counsel by
Indemnitee has been previously authorized by the Corporation, (ii) Indemnitee
reasonably concludes that there may be a conflict of interest between the
Corporation and Indemnitee in the conduct of the defense of the Proceeding, or
(iii) the Corporation does not employ counsel to assume the defense of such
Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the
expense of the Corporation.



     8. Indemnification Hereunder Not Exclusive. The indemnification provided
by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may be entitled under the Certificate of Incorporation, the Restated
By-Laws, 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 another capacity
while holding such office. The indemnification under this Agreement shall
continue as to Indemnitee even though Indemnitee may have ceased to be a
director or officer and shall inure to the benefit of the heirs and personal
representatives of Indemnitee.



 







 


     9.     Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for a portion of
Expenses actually incurred by Indemnitee in any Proceeding, but not for the
total amount of such Expenses, the Corporation shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.



     10.     Savings Clause. If this Agreement or any portion thereof is
invalidated on any ground by a court of competent jurisdiction, then the
Corporation shall nevertheless indemnify Indemnitee as to Expenses with respect
to any Proceeding to the full extent permitted by any applicable portion of
this Agreement that shall not have been invalidated or by any other applicable
law.



     11.     Notice. As a condition precedent to Indemnitee’s right to be
indemnified under this Agreement, Indemnitee shall give the Corporation notice
in writing as soon as practicable of any claim made against Indemnitee for
which indemnification or advances will or could be sought
under this Agreement. Notice to the Corporation shall be directed to
INVIVO Corporation, 4900 Hopyard Road, Suite 210, Pleasanton, California
94588, Attention: President (or such other address as the Corporation shall
designate in writing to Indemnitee).



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




	 	 	 
	 	 	
INVIVO CORPORATION
	 	 	 
	 	 	


	 	 	
By:
	 	 	 
	 	 	


	 	 	
Its:
	 	 	 
	 	 	


	 	 	
Indemnitee