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                                                                    EXHIBIT 10.1

                                ENTERWORKS, INC.

                                     FORM OF

                            INDEMNIFICATION AGREEMENT

            This Indemnification Agreement ("Agreement") is effective as of
February ___, 2000 by and between Enterworks, Inc., a Delaware corporation (the
"Company"), and NAME ("Indemnitee").

            WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee, to serve the Company and its
related entities;

            WHEREAS, in order to induce Indemnitee to continue to provide
services to the Company, the Company wishes to provide for the indemnification
of, and the advancement of expenses to, Indemnitee to the maximum extent
permitted by law;

            WHEREAS, the Company and Indemnitee recognize the continued
difficulty in obtaining liability insurance for the Company's directors,
officers, employees, agents and fiduciaries, 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 directors,
officers, employees, agents and fiduciaries to expensive litigation risks at the
same time as the availability and coverage of liability insurance has been
severely limited; and

            WHEREAS, the Company and Indemnitee desire to have in place the
additional protection provided by an indemnification agreement and to provide
indemnification and advancement of expenses to the Indemnitee to the maximum
extent permitted by Delaware law;

            WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee shall be indemnified and advanced expenses by the
Company as set forth herein;

            NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.

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            1.           CERTAIN DEFINITIONS.

                        a.          "CHANGE IN CONTROL" shall mean, and shall be
deemed to have occurred if, on or after the date of this Agreement, (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company acting in such
capacity or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company representing more
than fifty percent (50%) of the total voting power represented by the Company's
then outstanding Voting Securities, (ii) during any period of two (2)
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's stockholders was
approved by a vote of at least two thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation
other than a merger or consolidation which would result in the Voting Securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting Securities of
the surviving entity) at least eighty percent (80%) of the total voting power
represented by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of related transactions) all or substantially all of the
Company's assets.

                        b.          "CLAIM" shall mean with respect to a Covered
Event: any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any hearing, inquiry or
investigation that Indemnitee in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other.

                        c.          References to the "COMPANY" shall include,
in addition to Enterworks, Inc., any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which
Enterworks, Inc. (or any of its wholly owned subsidiaries) is a party 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,



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employee benefit plan, 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.

                        d.          "COVERED EVENT" shall mean any event or
occurrence related to the fact that Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or 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 by reason of any action or inaction on the part of
Indemnitee while serving in such capacity.

                        e.          "EXPENSES" shall mean any and all expenses
(including attorneys' fees and all other costs, expenses and obligations
incurred in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend, to be a witness
in or to participate in, any action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation, judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in
advance by the Company, which approval shall not be unreasonably withheld) of
any Claim and any federal, state, local or foreign taxes imposed on the
Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement.

                        f.          "EXPENSE ADVANCE" shall mean a payment to
Indemnitee pursuant to Section 3 of Expenses in advance of the settlement of or
final judgment in any action, suit, proceeding or alternative dispute resolution
mechanism, hearing, inquiry or investigation which constitutes a Claim.

                        g.          "INDEPENDENT LEGAL COUNSEL" shall mean an
attorney or firm of attorneys, selected in accordance with the provisions of
Section 2(d) hereof, who shall not have otherwise performed services for the
Company or Indemnitee within the last three (3) years (other than with respect
to matters concerning the rights of Indemnitee under this Agreement, or of other
Indemnitees under similar indemnity agreements).

                        h.          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



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have acted in a manner "not opposed to the best interests of the Company" as
referred to in this Agreement.

                        i.          "REVIEWING PARTY" shall mean, subject to the
provisions of Section 2(d), any person or body appointed by the Board of
Directors in accordance with applicable law to review the Company's obligations
hereunder and under applicable law, which may include a member or members of the
Company's Board of Directors, Independent Legal Counsel or any other person or
body not a party to the particular Claim for which Indemnitee is seeking
indemnification.

                        j.          "SECTION" refers to a section of this
Agreement unless otherwise indicated.

                        k.          "VOTING SECURITIES" shall mean any
securities of the Company that vote generally in the election of directors.

            2.          INDEMNIFICATION.

                        a.          Indemnification of Expenses.  Subject to the
provisions of Section 2(b) below, the Company shall indemnify Indemnitee for
Expenses 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 Claim (whether by reason
of or arising in part out of a Covered Event), including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses.

                        b.          Review of Indemnification Obligations.
Notwithstanding the foregoing, in the event any Reviewing Party shall have
determined (in a written opinion, in any case in which Independent Legal Counsel
is the Reviewing Party) that Indemnitee is not entitled to be indemnified
hereunder under applicable law, (i) the Company shall have no further obligation
under Section 2(a) to make any payments to Indemnitee not made prior to such
determination by such Reviewing Party, and (ii) the Company shall be entitled to
be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
Expenses theretofore paid to Indemnitee to which Indemnitee is not entitled
hereunder under applicable law; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee is entitled to be
indemnified hereunder under applicable law, any determination made by any
Reviewing Party that Indemnitee is not entitled to be indemnified hereunder
under applicable law shall not be binding and Indemnitee shall not be required
to reimburse the Company for any Expenses theretofore paid in indemnifying
Indemnitee until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted or lapsed).
Indemnitee's obligation to reimburse the Company for any Expenses shall be
unsecured and no interest shall be charged thereon.

                        c.          Indemnitee Rights on Unfavorable
Determination; Binding Effect. If any Reviewing Party determines that Indemnitee
substantively is not entitled to be indemnified hereunder in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation
seeking an initial determination, by the court or challenging any such
determination by such Reviewing Party or any aspect thereof, including the legal
or factual bases therefor, and, subject to the provisions of Section 15, the
Company hereby consents to service of process and to appear in any such
proceeding. Absent such litigation,



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any determination by any Reviewing Party shall be conclusive and binding on the
Company and Indemnitee.

                        d.          Selection of Reviewing Party; Change in
Control. If there has not been a Change in Control, any Reviewing Party shall be
selected by the Board of Directors, and if there has been such a Change in
Control (other than a Change in Control which has been approved by a majority of
the Company's Board of Directors who were directors immediately prior to such
Change in Control), any Reviewing Party with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnification of Expenses under
this Agreement or any other agreement or under the Company's Certificate of
Incorporation or Bylaws as now or hereafter in effect, or under any other
applicable law, if desired by Indemnitee, shall be Independent Legal Counsel
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be entitled to be indemnified hereunder under applicable law
and the Company agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys'
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. Notwithstanding any other provision
of this Agreement, the Company shall not be required to pay Expenses of more
than one (1) Independent Legal Counsel in connection with all matters concerning
a single Indemnitee, and such Independent Legal Counsel shall be the Independent
Legal Counsel for any or all other Indemnitees unless (i) the employment of
separate counsel by one (1) or more Indemnitees has been previously authorized
by the Company in writing, or (ii) an Indemnitee shall have provided to the
Company a written statement that such Indemnitee has reasonably concluded that
there may be a conflict of interest between such Indemnitee and the other
Indemnitees with respect to the matters arising under this Agreement.

                        e.          Mandatory Payment of Expenses.
Notwithstanding any other provision of this Agreement other than Section 10
hereof, 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 Claim, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.

            3.          EXPENSE ADVANCES.

                        a.          Obligation to Make Expense Advances.  Upon
receipt of a written undertaking by or on behalf of the Indemnitee to repay such
amounts if it shall ultimately be determined that the Indemnitee is not entitled
to be indemnified therefore by the Company hereunder under applicable law, the
Company shall make Expense Advances to Indemnitee.

                        b.          Form of Undertaking. Any obligation to repay
any Expense Advances hereunder pursuant to a written undertaking by the
Indemnitee shall be unsecured and no interest shall be charged thereon.

                        c.          Determination of Reasonable Expense
Advances. The parties agree that for the purposes of any Expense Advance for
which Indemnitee has made written demand to the Company in accordance with this
Agreement, all Expenses included in such Expense Advance that are certified by
affidavit of Indemnitee's counsel as being reasonable shall be presumed
conclusively to be reasonable.



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            4.          PROCEDURES FOR INDEMNIFICATION AND EXPENSE ADVANCES.

                        a.          Timing of Payments. All payments of Expenses
(including without limitation Expense Advances) by the Company to the Indemnitee
pursuant to this Agreement shall be made to the fullest extent permitted by law
as soon as practicable after written demand by Indemnitee therefor is presented
to the Company, but in no event later than thirty (30) business days after such
written demand by Indemnitee is presented to the Company, except in the case of
Expense Advances, which shall be made no later than ten (10) business days after
such written demand by Indemnitee is presented to the Company.

                        b.          Notice/Cooperation by Indemnitee.
Indemnitee shall, as a condition precedent to Indemnitee's right to be
indemnified or Indemnitee's right to receive Expense Advances 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). 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.          No Presumptions; Burden of Proof. For
purposes of this Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by this Agreement or applicable law. In addition, neither the failure
of any Reviewing Party to have made a determination as to whether Indemnitee has
met any particular standard of conduct or had any particular belief, nor an
actual determination by any Reviewing Party that Indemnitee has not met such
standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by Indemnitee to secure a judicial determination that
Indemnitee should be indemnified under this Agreement under applicable law,
shall be a defense to Indemnitee's claim or create a presumption that Indemnitee
has not met any particular standard of conduct or did not have any particular
belief. In connection with any determination by any Reviewing Party or otherwise
as to whether the Indemnitee is entitled to be indemnified hereunder under
applicable law, the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.

                        d.          Notice to Insurers. If, at the time of the
receipt by the Company of a notice of a Claim pursuant to Section 4(b) hereof,
the Company has liability insurance in effect which may cover such Claim, the
Company shall give prompt notice of the commencement of such 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



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insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of
such Claim in accordance with the terms of such policies.

                        e.          Selection of Counsel. In the event the
Company shall be obligated hereunder to provide indemnification for or make any
Expense Advances with respect to the Expenses of any Claim, the Company, if
appropriate, shall be entitled to assume the defense of such Claim with counsel
approved by Indemnitee (which approval shall not be unreasonably withheld) upon
the delivery to Indemnitee of written notice of the Company's election to do so.
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 or expenses of separate counsel
subsequently retained by or on behalf of Indemnitee with respect to the same
Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's
separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the
employment of separate 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 Claim, then the fees and expenses of Indemnitee's separate counsel
shall be Expenses for which Indemnitee may receive indemnification or Expense
Advances hereunder.

            5.          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 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, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits 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, 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 except as set forth in Section 10(a) hereof.

                        b.          Nonexclusivity. The indemnification and the
payment of Expense Advances 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 other



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agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware, or otherwise. The indemnification and
the payment of Expense Advances provided under this Agreement shall continue as
to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though subsequent thereto Indemnitee may have ceased to serve in
such capacity.

            6.          NO DUPLICATION OF PAYMENTS.

                        The Company shall not be liable under this Agreement to
make any payment in connection with any Claim made against Indemnitee to the
extent Indemnitee has otherwise actually received payment (under any insurance
policy, provision of the Company's Certificate of Incorporation, Bylaws or
otherwise) of the amounts otherwise payable hereunder.

            7.          PARTIAL INDEMNIFICATION.

                        If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion of such Expenses to which Indemnitee is entitled.

            8.          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, officers, employees, agents or
fiduciaries 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.

            9.          LIABILITY INSURANCE.

            To the extent the Company maintains liability insurance applicable
to directors, officers, employees, agents or fiduciaries, Indemnitee shall be
covered by such policies in such a manner as to provide Indemnitee the same
rights and benefits as are provided 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, agents or fiduciaries, if Indemnitee is not an officer
or director but is a key employee, agent or fiduciary.



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            10.         EXCEPTIONS.

                        Notwithstanding any other provision of this Agreement,
the Company shall not be obligated pursuant to the terms of this Agreement.

                        a.          Excluded Actions or Omissions. To indemnify
or make Expense Advances to Indemnitee with respect to Claims arising out of
acts, omissions or transactions for which Indemnitee is prohibited from
receiving indemnification under applicable law.

                        b.          Claims Initiated by Indemnitee. To indemnify
or make Expense Advances to Indemnitee with respect to Claims initiated or
brought voluntarily by Indemnitee and not by way of defense, counterclaim or
crossclaim, except (i) with respect to actions or proceedings brought to
establish or enforce a right to indemnification under this Agreement or any
other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Covered Events, (ii) in specific cases if the Board of Directors has approved
the initiation or bringing of such Claim, or (iii) as otherwise required under
Section 145 of the Delaware General Corporation Law, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
Expense Advances, or insurance recovery, as the case may be.

                        c.          Lack of Good Faith. To indemnify Indemnitee
for any Expenses incurred by the Indemnitee with respect to any action
instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court
having jurisdiction over such action determines as provided in Section 13 that
each of the material assertions made by the Indemnitee as a basis for such
action was not made in good faith or was frivolous, or (ii) by or in the name of
the Company to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section 13 that each of
the material defenses asserted by Indemnitee in such action was made in bad
faith or was frivolous.

                        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.         COUNTERPARTS.

            This Agreement may be executed in one (1) or more counterparts, each
of which shall constitute an original.

            12.         BINDING EFFECT; SUCCESSORS AND ASSIGNS.



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            This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their respective successors, assigns
(including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the
Company), spouses, heirs and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect, and whether
by purchase, merger, consolidation or otherwise) to all, substantially all, or a
substantial part, of the business or assets of the Company, by written agreement
in form and substance satisfactory to Indemnitee, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place. This
Agreement shall continue in effect regardless of whether Indemnitee continues to
serve as a director, officer, employee, agent or fiduciary (as applicable) of
the Company or of any other enterprise at the Company's request.

            13.         EXPENSES INCURRED IN ACTION RELATING TO ENFORCEMENT OR
                        INTERPRETATION.

            In the event that any action is instituted by Indemnitee under this
Agreement or under any liability insurance policies maintained by the Company to
enforce or interpret any of the terms hereof or thereof, Indemnitee shall be
entitled to be indemnified for all Expenses incurred by Indemnitee with respect
to such action (including without limitation attorneys' fees), regardless of
whether Indemnitee is ultimately successful in such action, unless as a part of
such action a court having jurisdiction over such action makes a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that each of the material assertions made by Indemnitee as a basis for
such action was not made in good faith or was frivolous; provided, however, that
until such final judicial determination is made, Indemnitee shall be entitled
under Section 3 to receive payment of Expense Advances hereunder with respect to
such action. 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 indemnified for all Expenses
incurred by Indemnitee in defense of such action (including without limitation
costs and expenses incurred with respect to Indemnitee's counterclaims and
cross-claims made in such action), unless as a part of such action a court
having jurisdiction over such action makes a final judicial determination (as to
which all rights of appeal therefrom have been exhausted or lapsed) that each of
the material defenses asserted by Indemnitee in such action was made in bad
faith or was frivolous; provided, however, that until such final judicial
determination is made, Indemnitee shall be entitled under Section 3 to receive
payment of Expense Advances hereunder with respect to such action.



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            14.         PERIOD OF LIMITATIONS.

            No legal action shall be brought and no cause of action shall be
asserted by or in the right of the Company against Indemnitee, Indemnitee's
estate, spouse, heirs, executors or personal or legal representatives after the
expiration of two (2) years from the date of accrual of such cause of action,
and any claim or cause of action of the Company shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such two
(2) year period; provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action, such shorter period shall
govern.

            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 signed for by the party addressed, on the date of such delivery, or
(ii) if mailed by domestic certified or registered mail with postage prepaid, on
the third 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 or proceeding which arises out of or relates to this
Agreement and agree that any action 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.         SEVERABILITY.

            The provisions of this Agreement shall be severable in the event
that any of the provisions hereof (including any provision within a single
section, paragraph or sentence) are held by a court of competent jurisdiction to
be invalid, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law. Furthermore, to the
fullest extent possible, the provisions of this Agreement (including without
limitation each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

            18.         CHOICE OF LAW.

            This Agreement, and all rights, remedies, liabilities, powers and
duties of the parties to this Agreement, shall be governed by and construed in
accordance with the laws of the State of Delaware as applied to contracts
between Delaware residents entered into and to be performed entirely in the
State of Delaware without regard to principles of conflicts of laws.



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            19.         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.

            20.         AMENDMENT AND TERMINATION.

            No amendment, modification, termination or cancellation of this
Agreement shall be effective unless it is in writing signed by both the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed to
be or shall constitute a waiver of any other provisions hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver.




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