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                                  EXHIBIT 10.2

                            INDEMNIFICATION AGREEMENT
                  TAKEOUTMUSIC.COM HOLDINGS CORP. (WASHINGTON)

     AGREEMENT, effective as of April ___, 2000 between takeoutmusic.com
Holdings Corp., a Washington corporation (the "Company"), and _______________
(the "Indemnitee").

     WHEREAS, it is essential to the Company to retain and attract as directors
and officers the most capable persons available; and

     WHEREAS, Indemnitee is a director or officer of the Company; and

     WHEREAS, both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors and officers of
public companies in today's environment; and

     WHEREAS, the By-Laws of the Company provide: "The corporation shall
indemnify and hold harmless any person who is or was a director of this
corporation, and pay expenses in advance of final disposition of a proceeding,
to the full extent to which the corporation is empowered." In addition, "[t]he
corporation may, by action of its Board of Directors from time to time,
indemnify and hold harmless any person who is or was an officer, employee or
agent of the corporation, and pay expenses in advance of final disposition of a
proceeding, to the full extent to which the corporation is empowered, or to any
lesser extent which the Board of Directors may determine."

     WHEREAS, this Agreement satisfies the provisions of RCW 23B.08.560 of the
Washington Business Corporation Act (the "BCA"); and

     WHEREAS, in recognition of the fact that the Indemnitee continues to serve
as a director or officer of the Company in part in reliance on the aforesaid
By-Laws and Indemnitee's need for substantial protection against personal
liability in order to enhance Indemnitee's continued service to the Company in
an effective manner, and in part to provide Indemnitee with specific contractual
assurance that the protection promised by such By-Laws will be available to
Indemnitee (regardless of, among other things, any amendment to or revocation of
such By-Laws or any change in the composition of the Company's Board of
Directors or any acquisition transaction relating to the Company), and due to
the potential inadequacy of the Company's directors' and officers' liability
insurance coverage, the Company wishes to provide in this Agreement for the
indemnification of, and the advancing of expenses to, Indemnitee to the fullest
extent (whether partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the continued
coverage of Indemnitee under the Company's directors' and officers' liability
insurance policies;

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     NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties hereto agree
as follows:

1.   Certain Definitions.

     (a)  Approved Law Firm: shall mean any law firm (i) located in New York
          City and (ii) rated "av" by Martindale-Hubbell Law Directory.

     (b)  Board of Directors: shall mean the Board of Directors of the Company.

     (c)  Change in Control: shall be deemed to have occurred if (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 any
          stockholder (and/or affiliate of such stockholder) on the date of this
          Agreement or a trustee or other fiduciary holding securities under an
          employee benefit plan of the Company in substantially the same
          proportions as their ownership of stock of the Company, is or becomes
          the "beneficial owner" (as defined in Rule 13d-3 under said Act),
          directly or indirectly of securities of the Company representing 15
          percent or more of the total voting power represented by the Company's
          then outstanding Voting Securities (such person being hereinafter
          referred to as an "Acquiring Person"), or (ii) during any
          24-consecutive-month period, 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 shareholders 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, or (iii) the shareholders 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 entry)
          at least 80 percent 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
          shareholders of the Company approve a plan of complete liquidation of
          the Company or an agreement for the sale or disposition by the Company
          of all or substantially all the Company's assets.

     (d)  Claim: shall mean any threatened, pending or completed action, suit or
          proceeding, or any inquiry or investigation, whether conducted by the
          Company or any other party, that Indemnitee in good faith believes
          might lead to the institution of any such action, suit or proceeding,
          whether civil, criminal, administrative, investigative or other.


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     (e)  Expenses: shall include attorneys' fees and all other costs, expenses
          and obligations paid or incurred in connection with investigating,
          defending, being a witness in or participating in (including on
          appeal), or preparing to defend, be a witness in or participate in,
          any Claim relating to any Indemnifiable Event, together with interest,
          computed at the Company's average cost of funds for short-term
          borrowings, accrued from the date of incurrence of such expense to the
          date Indemnitee receives reimbursement therefor.

     (f)  Indemnifiable 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 is or was serving at the request of the
          Company as a director, officer, employee, trustee, agent or fiduciary
          of another corporation of any type or kind, domestic or foreign,
          partnership, joint venture, trust, employee benefit plan or other
          enterprise, or by reason of anything done or not done by Indemnitee in
          such capacity. Without limitation of any indemnification provided
          hereunder, an Indemnitee serving (i) another corporation, partnership,
          joint venture or trust of which 10 percent or more of the voting power
          or residual economic interest is held, directly or indirectly, by the
          Company, or (ii) any employee benefit plan of the Company or any
          entity referred to in clause (i), in any capacity shall be deemed to
          be doing so at the request of the Company.

     (g)  Reviewing Party: shall be (i) the Board of Directors acting by quorum
          consisting of directors who are not parties to the particular Claim
          with respect to which Indemnitee is seeking indemnification, or (ii),
          if such a quorum is not obtainable or, even if obtainable, if a quorum
          of disinterested directors so directs, (A) the Board of Directors upon
          the opinion in writing of independent legal counsel that
          indemnification is proper in the circumstances because the applicable
          standard of conduct set forth in Section 2 of this Agreement and in
          RCW 23B.08.510 of the BCA has been met by the Indemnitee or (B) the
          shareholders upon a finding that the Indemnitee has met the applicable
          standard of conduct referred to in clause (ii)(A) of this definition.

     (h)  Voting Securities: shall mean any securities of the Company which vote
          generally in the election of directors.

2.   Basic Indemnification Arrangement. If Indemnitee was, is or becomes at any
     time a party to, or witness or other participant in, or is threatened to be
     made a party to, or witness or other participant in, a Claim by reason of
     (or arising in part out of) an Indemnifiable Event, the Company shall
     indemnify Indemnitee to the fullest extent permitted by law as soon as
     practicable but in any event no later than 30 days after written demand is
     presented to the Company, against any and all Expenses, judgments, fines
     (including excise taxes assessed on an Indemnitee with respect to an
     employee benefit plan), penalties and amounts paid in settlement (including
     all interest, assessments and other charges paid or payable in connection
     with, or in respect of, such Expenses, judgments, fines, penalties or
     amounts paid in settlement) of such Claim. If so requested by Indemnitee,
     the Company shall advance (within two business days of such request)


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     any and all Expenses to Indemnitee (an "Expense Advance"), in accordance
     with the provisions of RCW 23B.08.530 of the BCA, upon the written
     affirmation of the Indemnitee's good faith belief that he has acted in
     conformance with the standard of conduct set forth in this Section 2 and in
     RCW 23B.08.510 of the BCA. The Indemnitee shall further furnish and execute
     a written undertaking, which states that he will repay the Expense Advance
     if it is ultimately determined that the Indemnitee did not meet the
     applicable standard of conduct. Notwithstanding anything in this Agreement
     to the contrary, (i) Indemnitee shall not be entitled to indemnification
     pursuant to this Agreement if a judgment or other final adjudication
     adverse to the Indemnitee establishes that Indemnitee's acts were committed
     in bad faith or were the result of active and deliberate dishonesty and, in
     either case, were material to the cause of action so adjudicated, or that
     Indemnitee personally gained in fact a financial profit or other advantage
     to which Indemnitee was not legally entitled and (ii) prior to a Change in
     Control Indemnitee shall not be entitled to indemnification pursuant to
     this Agreement in connection with any Claim initiated by Indemnitee against
     the Company or any director or officer of the Company unless the Company
     has joined in or consented to the initiation of such Claim.

3.   Payment. Notwithstanding the provisions of Section 2, the obligations of
     the Company under Section 2 (which shall in no event be deemed to preclude
     any right to indemnification to which Indemnitee may be entitled under RCW
     23B.08.520 of the BCA) shall be subject to the condition that the Reviewing
     Party shall have authorized such indemnification in the specific case by
     having determined that Indemnitee is permitted to be indemnified under the
     applicable standard of conduct set forth in Section 2 and applicable law.
     The Company shall promptly call a meeting of the Board of Directors with
     respect to a Claim and agrees to use its best efforts to facilitate a
     prompt determination by the Reviewing Party with respect to the Claim.
     Indemnitee shall be afforded the opportunity to make submissions to the
     Reviewing Party with respect to the Claim. The obligation of the Company to
     make an Expense Advance pursuant to Section 2 shall be subject to the
     condition that, if, when and to the extent that the Reviewing Party
     determines that Indemnitee would not be permitted to be so indemnified
     under Section 2 and applicable law, the Company shall be entitled to be
     reimbursed by Indemnitee (who hereby agrees and undertakes to reimburse the
     Company to the full extent required by RCW 23B.08.530(1)(b) of the BCA if
     it is determined that the Indemnitee did not meet the required standard of
     conduct) for all such amounts theretofore paid; provided, however, that if
     Indemnitee has commenced legal proceedings in a court of competent
     jurisdiction to secure a determination that Indemnitee should be
     indemnified under applicable law, any determination made by the Reviewing
     Party that Indemnitee would not be permitted to be indemnified under
     applicable law shall not be binding and Indemnitee shall not be required to
     reimburse the Company for any Expense Advance until a final judicial
     determination is made with respect thereto (as to which all rights of
     appeal therefrom have been exhausted or lapsed). If there has been no
     determination by the Reviewing Party or if the Reviewing Party determines
     that Indemnitee substantively would not be permitted to be indemnified in
     whole or in part under applicable law, Indemnitee shall have the right to
     commence litigation in any court in the State of New York having subject
     matter jurisdiction thereof and in which venue is proper seeking an initial


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     determination by the court or challenging any such determination by the
     Reviewing Party or any aspect thereof, and the Company hereby consents to
     service of process and to appear in any such proceeding. Any determination
     by the Reviewing Party otherwise shall be conclusive and binding on the
     Company and Indemnitee.

4.   Change in Control. If there is a Change in Control of the Company (other
     than a Change in Control which has been approved by a majority of the Board
     of Directors who were directors immediately prior to such Change in
     Control) then (i) all determinations by the Company pursuant to the first
     sentence of Section 3 hereof and RCW 23B.08.550(2) of the BCA shall be made
     pursuant to subparagraphs (a), (b) or (c) of such RCW 23B.08.550(2) and
     (ii) with respect to all matters thereafter arising concerning the rights
     of Indemnitee to indemnity payments and Expense Advances under this
     Agreement or any other agreement or By-law of the Company now or
     hereinafter in effect relating to Claims for Indemnifiable Events
     (including, but not limited to, any opinion to be rendered pursuant to
     subparagraph (2)(c) of RCW 23B.08.550 of the BCA) the Company (including
     the Board of Directors) shall seek legal advice from (and only from)
     special, independent counsel selected by Indemnitee and approved by the
     Company (which approval shall not be unreasonably withheld), and who has
     not otherwise performed services for the Company (or any subsidiary of the
     Company) or the Acquiring Person (or any affiliate or associate of such
     Acquiring Person) within the last five years (other than in connection with
     such matters) or Indemnitee. Unless Indemnitee has theretofore selected
     counsel pursuant to this Section 4 and such counsel has been approved by
     the Company, any Approved Law Firm shall be deemed to satisfy the
     requirements set forth above. Such counsel, among other things, shall
     render its written opinion to the Company, the Board of Directors and
     Indemnitee as to whether and to what extent the Indemnitee would be
     permitted to be indemnified under applicable law. The Company agrees to pay
     the reasonable fees of the special, independent counsel referred to above
     and to fully indemnify 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. As used in
     this Section 4, the terms "affiliate" and "associate" shall have the
     respective meanings ascribed to such terms in Rule 12b-2 of the General
     Rules and Regulations under the Securities Exchange Act of 1934, as amended
     and in effect on the date of this Agreement.

5.   Indemnification for Additional Expenses. The Company shall indemnify
     Indemnitee against any and all expenses (including attorneys' fees) and, if
     requested by Indemnitee, shall (within two business days of such request)
     advance such expenses to Indemnitee, which are incurred by Indemnitee in
     connection with any claim asserted or action brought by Indemnitee for (i)
     indemnification or advance payment of Expenses by the Company under this
     Agreement or any other agreement or By-law of the Company now or hereafter
     in effect relating to Claims for Indemnifiable Events and/or (ii) recovery
     under any directors' and officers' liability insurance policies maintained
     by the Company, regardless of whether Indemnitee ultimately is determined
     to be entitled to such indemnification, advance expenses payment or
     insurance recovery, as the case may be.


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6.   Partial Indemnity, Etc. If Indemnitee is entitled under any provision of
     this Agreement to indemnification by the Company for some or a portion of
     the Expenses, judgments, fines, penalties and amounts paid in settlement of
     a Claim but not, however, for all of the total amount thereof, the Company
     shall nevertheless indemnify Indemnitee for the portion thereof to which
     Indemnitee is entitled. Moreover, notwithstanding any other provision of
     this Agreement, to the extent that Indemnitee has been successful on the
     merits or otherwise in defense of any or all Claims relating in whole or in
     part to an Indemnifiable Event or in defense of any issue or matter
     therein, including dismissal without prejudice, Indemnitee shall be
     indemnified, to the extent permitted by law, against all Expenses incurred
     in connection with such Indemnifiable Event. In connection with any
     determination by the Reviewing Party or otherwise as to whether Indemnitee
     is entitled to be indemnified hereunder, the burden of proof shall, to the
     extent permitted by law, be on the Company to establish that Indemnitee is
     not so entitled.

7.   No Presumption. For purposes of this Agreement, the termination of any
     claim, action, suit or proceeding, whether civil or criminal, 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 applicable law.

8.   Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in
     addition to any other rights Indemnitee may have under the By-laws of the
     Company, the BCA or otherwise. To the extent that a change in the BCA
     (whether by statue or judicial decision) permits greater indemnification by
     agreement than would be afforded currently under the By-laws of the Company
     and this Agreement, it is the intent of the parties hereto that Indemnitee
     shall enjoy by this Agreement the greater benefits so afforded by such
     change.

9.   Liability Insurance. To the extent the Company maintains an insurance
     policy or policies providing directors' and officers' liability insurance,
     Indemnitee shall be covered by such policy or policies, in accordance with
     its or their terms, to the maximum extent of the coverage available for any
     director or officer of the Company.

10.  Period of Limitations. No legal action shall be brought and no cause of
     action shall be asserted by or on behalf of the Company or any affiliate of
     the Company against Indemnitee, Indemnitee's spouse, heirs, executors or
     personal or legal representatives after the expiration of two years from
     the date of accrual of such cause of action, and any claim or cause of
     action of the Company or its affiliate shall be extinguished and deemed
     released unless asserted by the timely filing of a legal action within such
     two-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.

11.  Amendments, Etc. No supplement, modification or amendment of this Agreement
     shall be binding unless executed in writing by both of the parties hereto.
     No waiver of any of the provisions of this Agreement shall be deemed or
     shall constitute a waiver of any other


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     provisions hereof (whether or not similar) nor shall such waiver constitute
     a continuing waiver.

12.  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 papers required and shall do
     everything that may be necessary to secure such rights, including the
     execution of such documents necessary to enable the Company effectively to
     bring suit to enforce such rights.

13.  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, By-law or otherwise) of the amounts otherwise
     indemnifiable hereunder.

14.  Specific Performance. The parties recognize that if any provision of this
     Agreement is violated by the Company, Indemnitee may be without an adequate
     remedy at law. Accordingly, in the event of any such violation, the
     Indemnitee shall be entitled, if Indemnitee so elects, to institute
     proceedings, either at law or in equity, to obtain damages, to enforce
     specific performance, to enjoin such violation, or to obtain any relief or
     any combination of the foregoing as Indemnitee may elect to pursue.

15.  Binding Effect, Etc. This Agreement shall be binding upon, inure to the
     benefit of, and be enforceable by, the parties hereto and their respective
     successors (including any direct or indirect successor by purchase, merger,
     consolidation or otherwise to all or substantially all of the business
     and/or assets of the Company), assigns, spouses, heirs, and personal and
     legal representatives. This Agreement shall continue in effect regardless
     of whether Indemnitee continues to serve as an officer or director of the
     Company or of any other enterprise at the Company's request.

16.  Severability. The provisions of this Agreement shall be severable if 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.

17.  Governing Law. This Agreement shall be governed by, and be construed and
     enforced in accordance with, the laws of the State of New York applicable
     to contracts made and to be performed in such state without giving effect
     to the principles of conflicts of laws.

Executed this     day of                   .
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                        TAKEOUTMUSTIC.COM HOLDINGS CORP.

                            By:
                               ---------------------------------
                            Name:
                                 -------------------------------
                            Title:
                                  ------------------------------

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