Exhibit 10.1 to 8-K

                    SEPARATION AGREEMENT AND GENERAL RELEASE


     THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") is made
and entered into as of January 7, 2002 and is effective as of January 1, 2002
(the "Effective Date"), by and among JAMES GERALD COMBS, who resides at 200
Central Park South, New York, NY 10019 ("Employee"), and BOUNDLESS CORPORATION,
a Delaware corporation ("BND"), BOUNDLESS TECHNOLOGIES, INC., a Delaware
corporation ("BTI"), BOUNDLESS ACQUISITION CORP., a Delaware corporation ("BAC")
and BOUNDLESS MANUFACTURING SERVICES, INC., a Delaware corporation ("BMS") (BND,
BAC, BMS, and BTI are sometimes collectively referred to in this Agreement as
the "Company").

                              W I T N E S S E T H:

     WHEREAS, Employee has been employed as an executive officer of BND and/or
BTI and/or BAC and/or BMS; and

     WHEREAS, Employee and BND and BTI have entered into a certain Employment
Agreement (the "Employment Agreement"), a copy of which is attached as Exhibit A
to this Agreement; and

     WHEREAS, the Company (expressly including BND and BTI, as the employers of
Employee pursuant to the Employment Agreement) and Employee wish to end the
employment relationship between them and to terminate the Employment Agreement
and to do so on amicable and mutually agreeable terms; and

     WHEREAS, Employee and BND have entered into one or more Stock Option
Agreements (collectively, the "Stock Option Agreement"), a schedule of which is
attached as Exhibit B to this Agreement, pursuant to which BND has granted
options to Employee (collectively, the "Options") to purchase shares of common
stock of BND ("Common Stock"), upon the terms and subject to the conditions
contained in the Stock Option Agreement; and

     WHEREAS, Employee and BND (as the grantor of the Options to Employee
pursuant to the Stock Option Agreement) desire to accelerate the vesting of the
Options and to provide for the exercise of the Options as to the underlying
shares during the five-year period following the Effective Date; and

     WHEREAS, Employee, as the result of the exercise of certain stock options
granted to him by BMS, owns 2,000,000 shares of common stock of BMS (the "BMS
Shares"); and

     WHEREAS, Employee desires to transfer the BMS Shares to BND, and BND wishes
to acquire the BMS Shares; and

     WHEREAS, Employee and the Company desire to settle any open issues which
may exist between them, including, but not limited to, any open issues that
arise out of Employee's employment with the Company (expressly including BND
and/or BTI, as the employers of Employee pursuant to the Employment Agreement)
or his separation from such employment;

<PAGE>

     NOW, THEREFORE, in consideration of the premises and mutual promises herein
contained, and other consideration, the receipt and sufficiency of which is
hereby acknowledged, it is agreed as follows:

1.   TERMINATION OF EMPLOYMENT AGREEMENT; VOLUNTARY RESIGNATION

     A. The Employment Agreement is hereby terminated

     B. Employee, concurrently with the Effective Date of this Agreement, shall
voluntarily resign from employment with the Company (expressly including BND
and/or BTI, as the employers of Employee pursuant to the Employment Agreement)
by the delivery to the Company of a letter of resignation in the form of Exhibit
C attached to this Agreement (the "Letter of Resignation"), and shall thereafter
be relieved of all day-to-day duties and responsibilities as an employee of the
Company (expressly including BND and/or BTI, as the employer of Employee
pursuant to the Employment Agreement). Employee's resignation shall include all
offices held by Employee in the Company and any affiliates of the Company for
which Employee has been elected an officer.

     C. Employee, concurrently with the Effective Date of this Agreement, by the
delivery to the Company of the Letter of Resignation, shall voluntarily resign
as a director of the Company and of each affiliate of the Company on whose board
of directors Employee serves, except that Employee shall continue to serve as a
member of the Board of Directors of BND.

2.   CONSIDERATION FROM THE COMPANY; CERTAIN AGREEMENTS OF THE PARTIES

     A. Upon Employee's execution of this Agreement and submission of the Letter
of Resignation as provided in Section 1, the Company agrees to pay to Employee
the amount of $475,000 (the "Separation Payments") (herein so called) on the
terms described in the promissory note (as hereinafter defined) and to evidence
such obligation by the issuance to Employee of the promissory note in
substantially the form set forth on Exhibit D attached to this Agreement (the
"Promissory Note"). Employee understands and agrees that, except as set forth on
Exhibit E, the Separation Payments are all the payments that he will receive
from the Company and that he will not be entitled to receive any further salary,
bonuses, accrued but unused vacation, expense reimbursement, or similar payments
from the Company after the effective date of Employee's resignation. In this
regard, Employee specifically acknowledges and agrees that his bonus for the
2000 calendar year, which was in the amount of $75,000, and which has not been
paid by the Company as of the date hereof, has been considered in determining
the amount of the Separation Payment and that Employee will receive no other
payment with respect to such bonus. Employee (i) acknowledges that the
Separation Payments may be less than, and are in lieu of, the severance payments
that would be payable to Employee under certain circumstances pursuant to the
Employment Agreement, and (ii) understands and agrees that the Separation
Payments to be made by the Company are more than he would be entitled to receive
as a terminating/resigning employee under the Company's normal policies and
procedures and represents sufficient consideration for the releases contained in
this Agreement and the promises of confidentiality provided in the Consulting
Agreement, as hereinafter defined, and reaffirmed by Employee in this Agreement.


                                       2
<PAGE>

     B. As additional consideration to Employee, and notwithstanding the terms
of the Stock Option Agreement, BND (as the grantor of the Options to Employee
pursuant to the Stock Option Agreement) hereby agrees to accelerate the vesting
of the Options as to all the shares of the Common Stock covered by the Stock
Option Agreement (the "Vested Option Shares"), with the effect that, upon the
Effective Date and for the period of five years following the Effective Date,
Employee shall be entitled to purchase the Vested Option Shares in the manner,
and for the purchase price, contemplated by the Stock Option Agreement.

     C. In the event Employee dies before all amounts payable to Employee under
the terms of this Section 2 are paid, all unpaid amounts shall be paid to the
personal representative of Employee's estate in accordance with the terms of
this Agreement. The personal representative of Employee's estate shall also have
the right to exercise any of the Options which have not been exercised by the
date of Employee's death, during the period of exercise provided in this
Agreement.

     D. BND and BTI are intended to be joint obligors under this Agreement, and
each of BND and BTI agrees that it is obligated to perform the agreements of the
Company set forth in this Section 2 as if it were the "Company" named herein.

     E. Employee, concurrent with the Effective Date of this Agreement, shall
transfer, convey, assign and deliver to BND, and BND shall purchase, acquire and
accept from Employee, the BMS Shares for good and valuable consideration,
including the execution of this Agreement by the Company. Employee hereby agrees
to execute and to deliver to BND such documentation with respect to this
transfer as BND shall reasonably request. Employee hereby represents and
warrants that he has good and valid title to the BMS Shares, free and clear of
any and all liens and encumbrances, and that upon delivery of the certificate or
certificates representing such shares, Employee will transfer to BND good and
valid title to the BMS Shares, free and clear of any and all liens and
encumbrances.

     F. Concurrent with the Effective Date of this Agreement, Employee and BND
will execute a consulting agreement, on terms substantially similar to those set
forth on Exhibit F attached hereto (the "Consulting Agreement").

3.   MUTUAL RELEASE

     A. As a material inducement to the Company to enter into this Agreement,
Employee hereby irrevocably and unconditionally releases, acquits, and forever
discharges the Company and each of the Company's stockholders, predecessors,
successors, assigns, agents, directors, officers, employees, representatives,
attorneys, parent companies, divisions, subsidiaries, and affiliates (and
agents, directors, officers, employees, representatives, and attorneys of such
parent companies, divisions, subsidiaries, and affiliates), past or present, and
all persons acting by, through, under, or in concert with any of them, or any of
them, including without limitation, Daniel N. Matheson, Jeffrey Moore, Gary
Wood, J. Frank Stephens, Jack Murphy, Joseph Joy, Tony Giovaniello, Joseph
Gardner, Munsch, Hardt, Kopf & Harr, P.C. (all of the foregoing are collectively
called "Releasees"), from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts, and expenses (including
attorneys' fees and costs actually


                                       3
<PAGE>

incurred), of any nature whatsoever, known or unknown, suspected or unsuspected,
including, but not limited to, any claims for wages, commissions, compensatory,
or liquidated damages, any rights arising out of alleged violations of any
contract, express or implied, any covenant of good faith and fair dealing,
express or implied, any tort, any legal restrictions on the Company's right to
terminate, discipline, or otherwise manage employees, or any federal, state, or
other governmental statute, regulation, or ordinance, including, but without
limitation, the Age Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866,
the Older Workers' Benefit Protection Act, the Americans With Disabilities Act,
the Fair Labor Standards Act, the Employee Retirement Income Security Act, the
Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and
Health Act, the Family and Medical Leave Act, the Worker Adjustment Retraining
and Notification Act, the Texas Commission on Human Rights Act, the Texas Payday
Law, the Texas Workers' Compensation Act, the Texas Constitution, Texas Common
Law, and any state or local laws, ordinances and regulations, which Employee now
has or claims to have, or which Employee at any time heretofore had, or claimed
to have, against each or any of the Releasees arising out of or related to any
matter, event, fact, act, omission, cause, or thing which existed, arose, or
occurred on or prior to the execution of this Agreement, it being the intention
of the parties to make this release as broad and general as the law permits.
Without limiting the generality of the foregoing, and except as expressly
provided herein and on Exhibit E hereto, Employee expressly releases Releasees
from any claim Employee may have, or claim to have, with respect to capital
stock, stock options, stock warrants, or other equity securities that may now
exist or might have been issued or granted to Employee in the future by the
Company (expressly including BND and BMS). Employee acknowledges and represents
that he has accepted the consideration provided for under this Agreement with
the intention to be bound by this Agreement and in full satisfaction of all
claims and obligations of the Company to Employee regarding any matter or
incident up to the date Employee executes this Agreement, and Employee intends
to be legally bound thereby.

     B. As a material inducement to Employee to enter into this Agreement, the
Company hereby irrevocably and unconditionally releases, acquits, and forever
discharges Employee and each of Employee's consultants and attorneys, from any
and all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts, and expenses (including attorney's fees and costs
actually incurred), of any nature whatsoever, known or unknown, suspected or
unsuspected, including, but not limited to, any rights arising out of alleged
violations of any contract, express or implied, any covenant of good faith and
fair dealing, express or implied, or any tort, which the Company, and/or its
respective officers and directors, now has, or claims to have, or which the
Company at any time heretofore had, or claimed to have, against Employee or any
other party released herein arising out of or related to any matter, event,
fact, act, omission, cause, or thing which existed, arose, or occurred on or
prior to the execution of this Agreement.

     C. Nothing contained in this Agreement is intended to limit, or shall be
construed as limiting, the right of the Company or Employee to assert any claim
against the other or against any other person or entity, related to any action
or omission that occurs after the Effective Date, expressly including any
violation of any covenant or agreement contained in this Agreement.


                                       4
<PAGE>

     D. Company acknowledges that Employee is or may be entitled to
indemnification under the circumstances contemplated by a certain
Indemnification Agreement (herein so called) dated as of November 27, 2001,
between Employee and BND, that the Indemnification Agreement remains in effect,
and that nothing contained in this Agreement is intended to modify Employee's
rights under the Indemnification Agreement; provided that Employee acknowledges
and agrees that the Indemnification Agreement is limited in application to the
services of Employee as a director and/or an officer of the Company. A copy of
the Indemnification Agreement to which Employee is a party is attached to this
Agreement as Exhibit G. In the event of any conflict between this Agreement and
the Indemnification Agreement, the terms of the latter will be controlling.

4.   NO ADMISSION OF LIABILITY

     A. This Agreement shall not in any way be construed as an admission by the
Company or others released herein of any liability whatsoever, or as an
admission by the Company or others released herein that they have acted
wrongfully with respect to Employee, or any other person, or that Employee, or
any other person, has any rights whatsoever against the Company or others
released herein. The Company and others released herein specifically disclaim
any liability to or wrongful acts against Employee, or any other person, on the
part of themselves, their partners, their officers, their employees, their
attorneys, or their agents. It is understood and agreed that this Agreement is
made by the Company and others released herein purely to compromise any disputed
claims, avoid litigation, and obtain a resolution of any open issues between the
parties.

5.   NO COMPLAINTS FILED

     Employee represents that he has not heretofore filed any charges or
complaints against the Company with any federal, state, or local governmental,
judicial, or administrative agencies. Employee further agrees that he will not
file any charges or complaints, or initiate any suit or action, against the
Company based on his employment with the Company or the termination of such
employment; provided, that nothing contained in this Section 5 shall be deemed
to prohibit any charge or complaint filed by Employee after the Effective Date
for the purpose of enforcing the terms and conditions of this Agreement, the
Indemnification Agreement, the Consulting Agreement, or of asserting damages
resulting from a breach of this Agreement, the Consulting Agreement, or the
Indemnification Agreement by the Company.

6.   CONFIDENTIALITY AND COMPETITION AND NON-DISPARAGEMENT

     A. Employee acknowledges that he is bound by certain confidentiality,
noncompetition, nonsolicitation, and similar covenants contained in the
Consulting Agreement. Employee hereby reaffirms each of such covenants and
agreements and hereby agrees to be bound by, adhere to, and perform each of his
obligations under each of such covenants and agreements during the periods set
forth in the Consulting Agreement.

     B. Employee and Company agree that each will not, directly or indirectly,
make any statement, oral or written, or perform any act or omission which is or
could be detrimental in any


                                       5
<PAGE>

material respect to the reputation or goodwill of each other or of any Releasee
released by the Company or the Employee under of Section 3 of this Agreement.

7.   CERTAIN REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

     As a material inducement to the Company to enter into this Agreement,
Employee hereby represents and warrants to the Company as follows:

          (i) Employee is not indebted to the Company for cash advances (whether
     for expenses or other purposes) or otherwise.

          (ii) The Employment Agreement, the Stock Option Agreement, the Warrant
     Agreement, the Consulting Agreement and the Indemnification Agreement
     (collectively, the "Employee Agreements") are the only agreements between
     Employee and the Company, and Employee claims no contractual rights with
     respect to the Company that are not embodied in the Employment Agreement,
     the Stock Option Agreement, the Warrant Agreement, the Consulting Agreement
     and the Indemnification Agreement.

          (iii) Employee has complied in all material respect with his duties
     and obligations under each of the Employee Agreements and is not in breach
     or default of any representation, warranty, or covenant contained in any of
     the Employee Agreements.

8.   NON-DISCLOSURE

     Subject to the requirements of state and federal laws, Employee agrees that
he will keep the terms, amount, and fact of this Agreement confidential, and he
or it will not disclose any information concerning this Agreement to any third
person, including, but not limited to, any past or present employees of the
Company, except as may be required by law and for disclosure to the several
banks that are lenders to the Company.

9.   OWNERSHIP OF CLAIMS

     Employee represents that he has not heretofore assigned or transferred, or
purported to assign or transfer, to any person or entity, any claim or claims
released herein or any portion thereof, or interest therein.

10.  SUCCESSORS

     This Agreement shall be binding upon Employee and the Company and upon
their respective heirs, administrators, representatives, executors, successors,
and assigns, and shall inure to the benefit of the parties and others released
herein, and each of them, and to their respective heirs, administrators,
representatives, executors, successors, and assigns.

11.  GOVERNING LAW

     THIS AGREEMENT SHALL IN ALL RESPECTS BE INTERPRETED, ENFORCED AND GOVERNED
UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OR
CHOICE OF LAW PRINCIPLES THEREOF.


                                       6
<PAGE>

12.  VENUE; SERVICE OF PROCESS

     Any litigation arising out of or in connection with this Agreement, whether
initiated by Employee or the Company, shall be brought in the Supreme Court, New
York County, New York, or in the United States District Court for the Southern
District of New York. Employee, for himself and his successors and assigns,
hereby (a) irrevocably submits to the nonexclusive jurisdiction of the state and
federal courts of the State of New York and agrees and consents that service of
process may be made upon him in any legal proceeding arising out of or in
connection with this Agreement by service of process as provided by New York
Law, (b) irrevocably waives, to the fullest extent permitted by law, any
objection which he may now or hereafter have to the laying of venue of any
litigation arising out of or in connection with this Agreement brought in the
Supreme Court, New York County, New York, or in the United States District Court
for the Southern District of New York, New York, (c) irrevocably waives any
claims that any litigation brought in any such court has been brought in an
inconvenient forum, (d) irrevocably consents to the service of process out of
any of the aforementioned courts in any such litigation by the mailing of copies
thereof by certified mail, return receipt requested, postage prepaid, to
Employee at his address set forth herein, and (e) irrevocably agrees that any
legal proceeding against the Company arising out of or in connection with this
Agreement shall be brought in the Supreme Court, New York County, New York, or
in the United States District Court for the Southern District of New York, New
York.

13.  PROPER CONSTRUCTION

     A. The language of all parts of this Agreement shall in all cases be
construed as a whole according to its fair meaning, and not strictly for or
against any of the parties.

     B. The section headings used in this Agreement are intended solely for
convenience of reference and shall not in any manner amplify, limit, modify, or
otherwise be used in the interpretation of any of the provisions hereof.

14.  SEVERABILITY

     The provisions of this Agreement are severable, and if any part of it is
found to be unenforceable, the other provisions shall remain valid and
enforceable.

15.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, with the same effect as if
all parties had signed the same document. All such counterparts shall be deemed
an original, shall be construed together, and shall constitute one and the same
instrument.

16.  ENTIRE AGREEMENT

     This Agreement, including the exhibits and schedules attached hereto, sets
forth the entire agreement between the parties hereto, and fully supersedes any
and all prior agreements or understandings between the parties hereto pertaining
to the subject matter hereof. No amendment


                                       7
<PAGE>

or modification of this Agreement shall be valid unless in writing and signed by
all parties, and approved by resolution of the board of directors of BND, BMS,
or BAC, as the case may be.

17.  RIGHT TO CONSULT AN ATTORNEY AND PERIOD FOR CONSIDERATION OF AGREEMENT

     Employee is given a period of twenty-one days to review and consider this
Agreement before signing it. He may use as much of this twenty-one day period as
he wishes before signing and he is encouraged to consult with an attorney before
signing this Agreement. Employee understands that whether or not to consult with
an attorney is his decision.

18.  RIGHT TO REVOKE AGREEMENT

     Employee may revoke this agreement within seven days after signing it.
Revocation can be made by delivering a written notice of revocation to the
President of the Company. For this revocation to be effective, written notice
must be received by the President of the Company no later than the close of
business on the seventh day after Employee signed this Agreement. If Employee
revokes this Agreement, it will not be effective or enforceable unless Employee
simultaneously tenders back to the Company any payments described in Section 2
theretofore made to Employee as well as any payments made to Employee under the
Consulting Agreement.

19.  FULL AND INDEPENDENT KNOWLEDGE

     Employee represents and agrees that he is fully aware of his right to
discuss any and all aspects of this Agreement with his attorney or with
representatives of any federal, state, or local agency, that he has been
encouraged to do so, and that he has availed himself of that right to the full
extent, if any, that he desired, that he has carefully read and fully
understands all of the provisions of this Agreement, and that he is voluntarily
entering into this Agreement.

20.  NO RELEASE OF FUTURE CLAIMS

     This Agreement does not waive or release any rights or claims that Employee
or the Company may have which are based upon acts or omissions that occur after
the date Employee signs this Agreement.

21.  EFFECTIVENESS OF AGREEMENT

     Anything to the contrary contained in this Agreement to the contrary
notwithstanding, this Agreement will not become effective or binding on the
Company unless and until the Company receives the Letter of Resignation and the
Consulting Agreement has been executed between the parties thereto.

22.  NOTICES AND RIGHT TO CURE

     A. Any notice, communications, consent request, or demand from one party to
another must be in writing to be effective and shall be deemed to have been
given on the day actually delivered personally or by facsimile, or if mailed, on
the fourth business day after it is enclosed in an envelope, addressed to the
party to be notified at the address indicated below, properly


                                       8
<PAGE>

stamped, sealed, and deposited in U.S. mail. Either party may change its address
or facsimile number for notices, at any time, by giving the other party written
notice of the new address and/or facsimile number ten (10) days in advance of
the date on which the party changing said address desires same to be valid for
the purposes hereof. The address and facsimile number for each party is as
follows:

     If to Employee:

     As set forth on the signature page hereof.

     If to Company:

     c/o Boundless Corporation
     Attn.: President
     100 Marcus Boulevard
     Hauppauge, New York 11788

     B. Notice of Default

     If any party to this Agreement asserts that another party has breached or
is breaching this Agreement, the non-breaching party shall provide written
notice of the alleged breach by the fastest available communication to the
breaching party. Thereafter, the breaching party will have a period of five (5)
business days to cure the breach.


BOUNDLESS CORPORATION

By:    /s/ Joseph Joy                  Its:  Chief Executive Officer & President
   ------------------------------          -------------------------------------


BOUNDLESS TECHNOLOGIES, INC.

By:    /s/ Joseph Gardner              Its:  Vice President, Finance
   ------------------------------          -------------------------------------


BOUNDLESS ACQUISITION CORP.

By:    /s/  Joseph Gardner             Its:  Vice President, Finance
   ------------------------------          -------------------------------------


BOUNDLESS MANUFACTURING SERVICES, INC.

By:    /s/  Joseph Joy                 Its:  President
   ------------------------------          -------------------------------------


                                       9
<PAGE>

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.


     I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, THAT I
UNDERSTAND ALL OF ITS TERMS, AND THAT I AM ENTERING INTO IT VOLUNTARILY.

     I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHT TO REVIEW AND CONSIDER
THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY ABOUT IT, AND STATE THAT BEFORE
SIGNING THIS AGREEMENT, I EXERCISED THESE RIGHTS TO THE FULL EXTENT THAT I
DESIRED.

EMPLOYEE:


   /s/ J. Gerald Combs
-------------------------
JAMES GERALD COMBS

Address for Notices:
200 Central Park South
New York, New York 10019
Fax:  N/A



                     [Notarization Pages have been omitted.]


                                       10
<PAGE>

                               LIST OF EXHIBITS TO
               SEPARATION AGREEMENT, DATED AS OF JANUARY 1, 2002,
                            AMONG J. GERALD COMBS AND
                   BOUNDLESS CORPORATION AND ITS SUBSIDIARIES



EXHIBIT A (*)       Employment Agreement, dated March 1, 2000, among Employee,
                    Boundless Corporation and Boundless Technologies, Inc.
                    (filed as an exhibit to Boundless Corporation's Annual
                    Report on Form 10-K for the fiscal year ended December 31,
                    2000).

EXHIBIT B           List of Employee's Stock Options to purchase Boundless
                    Corporation shares.

EXHIBIT C           Form of Letter of Resignation of Employee

EXHIBIT D (*)       Form of Non-Negotiable Convertible Note (filed separately as
                    an exhibit to Boundless Corporation's Current Report on Form
                    8-K, dated January 23, 2002).

EXHIBIT E           List of other payments or consideration to be provided to
                    the Employee

EXHIBIT F (*)       Form of Consulting Agreement between the Employee and
                    Boundless Corporation (filed separately as an exhibit to
                    Boundless Corporation's Current Report on Form 8-K, dated
                    January 23, 2002).

EXHIBIT G           Form of Indemnification Agreement between Boundless
                    Corporation and the Employee (the same form of
                    Indemnification Agreement entered into by Boundless
                    Corporation with each other member of its Board of
                    Directors).


----------
(*) This document was or is being filed separately with the Commission.

<PAGE>

                        EXHIBIT B TO SEPARATION AGREEMENT

                              LIST OF STOCK OPTIONS


Grantee: J. Gerald Combs

# Common          Strike        Expiration
Shares            Price         Date             Outstanding      Exercisable
------            -----         ----             -----------      -----------

15,000            $5.625        6/30/02          15,000           15,000
90,000            $5.625        6/30/02          90,000           90,000
25,000            $5.625        7/01/02          25,000           25,000
25,000            $5.625        7/01/02          25,000           25,000
150,000           $4.875        6/01/03          150,000          150,000
50,000            $5.00         2/18/04          50,000           37,500
65,000            $4.50         7/13/05          65,000           32,500
60,000            $1.50         12/28/05         60,000           60,000
------                                           ------           ------

480,000                                          480,000          435,000


<PAGE>

                        EXHIBIT C TO SEPARATION AGREEMENT



TO:  THE BOARD OF DIRECTORS OF:
     BOUNDLESS CORPORATION
     BOUNDLESS TECHNOLOGIES, INC.
     BOUNDLESS ACQUISITION CORP.
     BOUNDLESS MANUFACTURING SERVICES, INC.
     MERINTA INC.


EFFECTIVE DATE: January 1, 2002

     Except as set forth below, the undersigned (the "Resigner") hereby resigns,
effective as of the close of business on the above date, from any and all
positions as a director or officer which he holds in Boundless Corporation,
Boundless Technologies, Inc., Boundless Acquisition Corp., Boundless
Manufacturing Services, Inc., and Merinta Inc. The Resigner acknowledges that
the holder of this document shall have the right to enforce the resignation
contemplated herein.

Exception: Member and Chairman of the Board of Directors of Boundless
Corporation



-----------------------
J. GERALD COMBS


<PAGE>


                        EXHIBIT E TO SEPARATION AGREEMENT

1.   Director's Fees. Employee is entitled to receive director's fees on the
     same basis as the independent members of BND's board of directors for so
     long as he serves on the board.

2.   $38,000 Advance. The Company acknowledges its obligation to repay the
     $38,000 advance made by Employee to the Company in the summer of 2001,
     which repayment the Company agrees will be made no later than May 31, 2002.

3.   Expenses. The Company agrees that Employee will be reimbursed for expenses
     incurred by him on the Company's behalf in accordance with standard Company
     policy.

4.   Equipment. Employee may keep the laptop computer furnished to him by the
     Company and such of his office furnishings located at 51 East 42nd Street,
     11th Floor, New York, New York 10017, as he wishes to retain, but all other
     equipment, furnishings, etc. will be returned to the Company by February
     27, 2002.

5.   Consulting Agreement. The Company's obligations to the Employee as
     described in the Consulting Agreement.

6.   Warrant Agreement. Employee's rights under that certain warrant agreement
     to acquire 3,889 shares of BND common stock dated June 1, 2001 (the
     "Warrant Agreement").

<PAGE>

                        EXHIBIT G TO SEPARATION AGREEMENT

                              BOUNDLESS CORPORATION
             DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND FIDUCIARIES
                            INDEMNIFICATION AGREEMENT

     This Indemnification Agreement ("Agreement") is effective as of
____________________________, by and between Boundless Corporation, a Delaware
corporation (the "Company"), and ____________________________ ("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;

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

23.  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
(the "Exchange Act")), 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 the
Exchange Act), directly or indirectly, of securities of the Company representing
more than 50% of the total voting power represented by the Company's then
outstanding Voting Securities (as defined below), (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company (the "Board") and any new director whose
election by the Board or nomination by the Board 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 of the Board, or (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 51% 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
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 (as defined below):
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


<PAGE>

lead to the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism, whether civil, criminal, administrative,
investigative or other.

     C. "Covered Event" shall mean any event or occurrence related to the fact
that Indemnitee is or was, or acted or failed to act while, a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or has 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 entity or an employee benefit plan.

     D. "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), actually and reasonably incurred,
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.

     E. "Expense Advance" shall mean a payment to Indemnitee pursuant to Section
3 of Expenses in advance of the settlement of or final judgement relating to a
Claim.

     F. "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 years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement or of any other indemnitee under a similar
indemnification agreement).

     G. "Reviewing Party" shall mean, subject to the provisions of Section 2(d),
any person or body appointed by the Board 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 Board, the Company's legal counsel,
Independent Legal Counsel or any other person or body not a party to the
particular Claim for which Indemnitee is seeking indemnification.

     H. "Section" refers to a section of this Agreement unless otherwise
indicated.

     I. "Voting Securities" shall mean any securities that vote generally in the
election of directors.

24.  INDEMNIFICATION.

     A. Indemnification of Expenses. Subject to the provisions of Section 2(b),
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.


                                       2
<PAGE>

     B. Review of Indemnification Obligations. Notwithstanding the foregoing,
the Company may, but is not required to request that a Reviewing Party review
the Company's obligations and determine whether Indemnitee is entitled to be
indemnified hereunder, in whole or in part under applicable law, and in the
event any Reviewing Party shall have determined (in a written opinion pursuant
to Section 2(d) if 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, and (ii) the
Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to
reimburse the Company) for all Expenses theretofore paid in indemnifying
Indemnitee; provided, however, if Indemnitee has commenced legal proceedings
pursuant to Section 2(c), any determination made by any Reviewing Party that
Indemnitee is not entitled to be indemnified hereunder 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
(as to which all rights of appeal therefrom have been exhausted or lapsed) is
made with respect thereto.

     C. Indemnitee Rights on Unfavorable Determination; Binding Effect. If any
Reviewing Party determines that Indemnitee 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, any determination by
any Reviewing Party shall be conclusive and binding on the Company and
Indemnitee.

     D. Selection of Reviewing Party. If there has not been a Change in Control,
the Reviewing Party shall be selected by the Board. If there has been a Change
in Control, the Reviewing Party shall be Independent Legal Counsel selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld), or such other person as the Indemnitee and the Company shall mutually
agree upon. Any such counsel, 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, subject to Section 2(c). 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
Independent Legal Counsel in connection with all matters concerning a single
Indemnitee, and, with respect to the same Claim, such Independent Legal Counsel
shall be the Independent Legal Counsel for all other Indemnitees unless (i) the
Company otherwise determines or (ii) any Indemnitee shall provide a written
statement setting forth in detail a reasonable objection to such Independent
Legal Counsel representing other Indemnitees.

     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


                                       3
<PAGE>

prejudice, in defense of any Claim, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.

25.  EXPENSE ADVANCES.

     A. Obligation to Make Expense Advances. The Company shall make Expense
Advances to Indemnitee upon receipt of a written undertaking by or on behalf of
the Indemnitee to repay all Expense Advances if it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified therefor by the
Company. Any written undertaking by Indemnitee to repay any Expense Advances
hereunder shall be unsecured and no interest shall be charged thereon.

     B. Determination of Reasonable Expense Advances. All amounts included in an
Expense Advance that are certified by affidavit of Indemnitee's counsel as being
reasonable shall be presumed to be reasonable.

26.  PROCEDURES FOR INDEMNIFICATION AND EXPENSE ADVANCES.

     A. Timing of Payments. All payments of Expenses 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 (i) twenty (20)
business days after such demand for an "Expense Advance is given to the Company
and (ii) forty-five (45) business days after any other demand for Expenses is
given to the Company.

     B. Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified and to receive Expense
Advances, 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 Company's principal executive offices. Indemnitee
shall give the Company such information and otherwise cooperate with the Company
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 or 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, the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.


                                       4
<PAGE>

     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 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 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 employed by or on behalf
of Indemnitee with respect to the same Claim; provided, however, 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 and Expense Advances
hereunder.

27.  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 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 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 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


                                       5
<PAGE>

indemnified capacity even though subsequent thereto Indemnitee may have ceased
to serve in such capacity.

28.  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.

29.  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.

30.  MUTUAL ACKNOWLEDGEMENT.

     Both the Company and Indemnitee acknowledge that in certain instances,
federal law or applicable public policy may prohibit the Company from
indemnifying its, or its subsidiaries, directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company may be required 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.

31.  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.

32.  EXCEPTIONS.

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

     A. 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 has approved the initiation or bringing of such Claim, or (iii) as
otherwise required under Section 145 of the


                                       6
<PAGE>

Delaware General Corporation Law (relating to indemnification of officers,
directors, employees and agents, and insurance), regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification or
insurance recovery, as the case may be.

     B. 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.

     C. 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; provided, however, that
notwithstanding any limitation set forth in this Section 10(c) regarding the
Company's obligation to provide indemnification, Indemnitee shall be entitled
under Section 3 to receive Expense Advances hereunder with respect to any such
Claim unless and until a court having jurisdiction over the Claim shall have
made a final judicial determination (as to which all rights of appeal therefrom
have been exhausted or lapsed) that Indemnitee has violated such statute.

33.  COUNTERPARTS.

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

34.  BINDING EFFECT; SUCCESSORS AND ASSIGNS.

     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, any subsidiary of the Company, or of any other entity or an
employee benefit plan at the Company's request.


                                       7
<PAGE>

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

     In the event any action is instituted by Indemnitee or by or in the name of
the Company, under this Agreement or under any liability insurance policy
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, and to receive Expense Advances, 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.

36.  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, 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 given as provided in this Section.

37.  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.

38.  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.


                                       8
<PAGE>

39.  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 without regard to principles of conflicts
of laws.

40.  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.

41.  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.

42.  INTEGRATION AND ENTIRE AGREEMENT.

     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.

43.  NO CONSTRUCTION AS EMPLOYMENT AGREEMENT.

     Nothing contained in this Agreement shall be construed as giving Indemnitee
any right to be retained in the employ of the Company or any of its subsidiaries
or affiliated entities.


                                       9
<PAGE>

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

BOUNDLESS CORPORATION


By:__________________________________

Name:________________________________

Title:_______________________________

Address: Boundless Corporation
         100 Marcus Boulevard
         Hauppauge, New York  11788
         Attention:  Chief Financial Officer


                                                AGREED TO AND ACCEPTED BY:

                                                INDEMNITEE



                                                (signature)



                                                     Address:___________________



                                       10