EXHIBIT 10.11

                            INDEMNIFICATION AGREEMENT

[Name and Address of
Director or Officer]

Dear

          This letter will confirm the  agreements  and  understandings  between
Kaneb  Services,  Inc. (the "Company") and you regarding your past and continued
service as an officer or director of the Company.

          It is and has been the policy of the Company to indemnify its officers
and directors  against any costs,  expenses and other  liabilities to which they
may become  subject by reason of their  service to the Company and to insure its
directors and officers against such liabilities,  as and to the extent permitted
by  applicable  law and in  accordance  with the  principles  of good  corporate
governance.  In this  regard,  the  Company's  bylaws  require  that the Company
indemnify  and advance  costs and expenses to  (collectively,  "indemnify")  its
directors  and  officers,  as permitted by Delaware  law. A copy of the relevant
provisions of the Company's bylaws, as amended, are attached hereto.

          In consideration  of your past and continued  service as an officer or
director of the Company, the Company shall indemnify you and hereby confirms its
agreement to indemnify you to the full extent  permitted by  applicable  law and
the bylaws of the Company as currently in effect. In particular,  as provided by
the  bylaws,  the  Company  shall make any  necessary  determination  as to your
entitlement  to  indemnification  in  respect  of any  liability  promptly  upon
receiving a written request from you for indemnification against such liability.
You have  agreed,  and do  hereby  agree,  to  provide  the  Company  with  such
information or documentation  as the Company may reasonably  request to evidence
the liabilities  against which  indemnification is sought or as may be necessary
to permit the Company to submit a claim in respect  thereof under any applicable
directors and officers liability  insurance or other liability insurance policy.
You have further  agreed,  and do hereby agree, to cooperate with the Company in
the making of any determination  regarding your entitlement to  indemnification.
If the Company does not make a  determination  within a  reasonable  time not to
exceed 30 days,  a favorable  determination  will be deemed to be made,  and you
shall be entitled to payment,  subject only to your written  agreement to refund
such  payment  if a  contrary  determination  is later made and the delay was by
reason of the  inability of the Company to make such  determination  within such
period.  In the event the Company shall  determine  that you are not entitled to
indemnification,  the Company shall give you written notice  thereof  specifying
the reason therefor,  including any determinations of fact or conclusions of law
relied upon in reaching such  determination.  Notwithstanding  any determination
made by the Company that you are not entitled to  indemnification,  you shall be
entitled  to  seek  a  de  novo   judicial   determination   of  your  right  to
indemnification under the bylaws and this agreement by commencing an appropriate
action  therefor  within  180 days  after the  Company  shall  notify you of its
determination.  The  Company  shall not oppose any such  action by reason of any
prior determination made by it as to your right to indemnification or, except in
good faith, raise any objection not specifically  relating to the merits of your
indemnification  claim  or not  considered  by the  Company  in  making  its own
determination.  In any such  proceeding,  the  Company  shall bear the burden of
proof in showing  that your  conduct  did not meet the  applicable  standard  of
conduct  required by the bylaws or  applicable  law for  indemnification.  It is
understood that any expenses  incurred by you in any investigation or proceeding
by the Company or before any court  commenced for the purpose of making any such
determination  shall be  reimbursed by the Company.  No future  amendment of the
bylaws shall  diminish your rights under this  agreement,  unless you shall have
consented to such amendment.

         Your right to indemnification  as aforesaid shall be in addition to any
right to  remuneration  to which you may from  time to time  be entitled  as  an
officer, director or employee or the Company.

         It is understood  and agreed that your right to  indemnification  shall
not entitle you to continue  in your  present  position  with the Company or any
future  position to which you may be  appointed or elected and that you shall be
entitled to  indemnification  under the by-laws  only in respect to  liabilities
arising  out of acts or  omissions  or alleged  acts or  omissions  by you as an
officer  or  director  of the  Company,  but  you  shall  be  entitled  to  such
indemnification with respect to any such liability,  whether incurred or arising
during or after your  service as an officer or director  and  whether  before or
after  the  date of  this  letter,  in  respect  of any  claim,  cause,  action,
proceeding or investigation,  whether  commenced,  accruing or arising during or
after your  service as an officer or director  and  whether  before or after the
date of this letter.

         This  agreement  shall  terminate  upon  the  later  of (i)  the  tenth
anniversary  of the date on which you shall cease to be a director or officer of
the Company or (ii) the final  termination or resolution of all actions,  suits,
proceedings or investigations commenced within such ten-year period and relating
to the  Company or your  services  thereto to which you may be or become a party
and of all claims for  indemnifications  by you under  this  agreement  asserted
within such ten-year period.

         This  agreement  supersedes  any and all prior  agreements  between the
Company and you relating to the subject  matter  hereof.  It is  understood  and
agreed that this  agreement is binding upon the Company and its  successors  and
shall  inure to your  benefit  and that of your  heirs,  distributees  and legal
representatives. This agreement, and the interpretation and enforcement thereof,
shall be governed by the laws of the State of Delaware.  In  confirmation of the
provisions of the Company's  bylaws,  the Company  hereby agrees to pay, and you
shall he held  harmless  from and  indemnified  against  any costs and  expenses
(including  attorneys'  fees) which you may reasonably  incur in connection with
any challenge to the validity of, or the  performance  and  enforcement of, this
agreement, in the same manner as provided by the Company's bylaws,

         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement,  kindly countersign the enclosed copy of this letter,  whereupon this
letter shall become a binding agreement in accordance with the laws of the State
of Delaware.
                                       Very truly yours,

                                       KANEB SERVICES, INC.
                                       By: