INDEMNIFICATION AGREEMENT


     THIS INDEMNIFICATION AGREEMENT, made and entered into as of the 17th day of
September,  1999 ("Agreement"),  by and between  ETRAVNET.COM,  INC., a New York
corporation (the "Corporation",  which term shall include any one or more of its
subsidiaries where appropriate), and ________________ ("Indemnitee"):

        WHEREAS, highly competent persons are becoming more reluctant to serve
publicly-held  corporations  as directors or as officers or in other  capacities
unless they are provided with adequate  protection through insurance or adequate
indemnification  against  inordinate  risks of claims and actions  against  them
arising out of their service to, and activities on behalf of, such corporations;
and

        WHEREAS,  the  statutes  and  judicial  duties  regarding  the duties of
officers and directors are often  difficult to apply,  ambiguous or  conflicting
and  therefore  fail to provide such  directors  and officers  with adequate and
reliable  knowledge  of legal  risks to which they are  exposed  or  information
regarding the proper cause of action to take; and

        WHEREAS,  the current  impracticability  of obtaining adequate insurance
and the uncertainties  relating to indemnification have increased the difficulty
of attracting and retaining such persons; and

        WHEREAS,  the  Board of  Directors  of the  Corporation  (the  "Board of
Directors")  has determined that the difficulty in attracting and retaining such
persons is detrimental to the best interests of the  Corporation's  stockholders
and that the  Corporation  should act to assure such  persons that there will be
increased certainty of such protection in the future; and

        WHEREAS,  the  Corporation  believes it is unfair for the  directors and
officers to assume the risk of huge judgments and other expenses which may occur
in cases in which the director or officer acted in good faith; and

        WHEREAS, Article 7 of the Business Corporation law of New York ("Article
7") under which the  Corporation  is  organized,  empowers  the  Corporation  to
indemnify its officers and  directors by agreement  and expressly  provides that
the indemnification provided by Article 7 is not exclusive; and

        WHEREAS,  it is  reasonable,  prudent and necessary for the  Corporation
contractually to obligate itself to indemnify such persons to the fullest extent
permitted  by  applicable  law so that they will serve or  continue to serve the
Corporation free from undue concern that they will not be so indemnified; and
<PAGE>
        WHEREAS,  Indemnitee  is willing to serve,  continue to serve  and/or to
take on additional  service for or on behalf of the Corporation on the condition
that he be so indemnified;

        NOW,  THEREFORE,  in  consideration  of the premises  and the  covenants
contained herein, the Corporation and Indemnitee do hereby covenant and agree as
follows:

     1. DEFINITIONS FOR PURPOSES OF THIS AGREEMENT:

             (a)  "Change  in  Control"   means  a  change  in  control  of  the
Corporation  of a nature  that would be  required  to be reported in response to
Item 5(f) of Schedule 14A of Regulation  14A (or in response to any similar item
or similar schedule or form)  promulgated  under the Securities  Exchange Act of
1934  (the  "Act"),  whether  or not the  Corporation  is then  subject  to such
reporting  requirement;  provided,  however,  that, without  limitation,  such a
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  Act)  is or  becomes  the
"beneficial  owner"  (as  defined  in Rule  13d-3  under the Act),  directly  or
indirectly,  of securities of the  Corporation  representing  20% or more of the
combined voting power of the Corporation's  then outstanding  securities without
the  prior  approval  of at least  two-thirds  of the  members  of the  Board of
Directors in office  immediately  prior to such person attaining such percentage
interest;  (ii) the Corporation is a party to a merger,  consolidation,  sale of
assets or other  reorganization,  or a proxy contest,  as a consequence of which
members  of  the  Board  of  Directors  in  office  immediately  prior  to  such
transaction or event  constitute  less than two-thirds of the Board of Directors
thereafter;  (iii) during any period of  twenty-four  (24)  consecutive  months,
individuals  who at the  beginning  of such  period  constituted  the  Board  of
Directors  (including  for this  purpose  any new  director  whose  election  or
nomination for election by the Corporation's stockholders was approved by a vote
of at least  two-thirds of the directors then still in office who were directors
at the  beginning of such period)  cease for any reason to  constitute  at least
two-thirds  of  the  Board  of  Directors;  or  (iv)  the  stockholders  of  the
Corporation  approve a plan of complete  liquidation  of the  Corporation  or an
agreement for the sale or disposition by the  Corporation (in one transaction or
a series  of  transactions)  of all or  substantially  all of the  Corporation's
assets.

             (b) "Potential  Change in Control" shall be deemed to have occurred
if (i) the Corporation enters into an agreement, the consummation of which would
result in the  occurrence of a Change in Control;  (ii) a person  (including the
Corporation)  publicly  announces a legitimate  intention to take or to consider
taking actions which if consummated would constitute a Change in Control;  (iii)
any person,  other than a trustee or other fiduciary holding securities under an
employee  benefit plan of the  Corporation or a corporation  owned,  directly or
indirectly,  by the  shareholders of the Corporation in  substantially  the same
proportions as their  ownership of stock of the  Corporation,  who is or becomes
the beneficial owner,  directly or indirectly,  of securities of the Corporation
representing 9.5% or more of the combined voting power of the Corporation's then
outstanding  Voting  Securities,  increases  his  beneficial  ownership  of such
securities  by five  percentage  points or more over the  percentage so owned by
such person;  or (iv) the Board of Directors  adopts a resolution  to the effect
that,  for  purposes  of this  Agreement,  a  Potential  Change in  Control  has
occurred.
<PAGE>
             (c) "Corporate  Status"  describes the status of a person who is or
was or has  agreed  to  become a  director,  officer,  employee  or agent of the
Corporation, or served at the request of the Corporation as a director, officer,
employee, trustee or agent of another corporation,  partnership, joint, venture,
trust or other enterprise.

             (d)  "Disinterested  Director"  means a director of the Corporation
who is  not  and  was  not a  party  to  the  Proceeding  in  respect  of  which
indemnification is sought by Indemnitee.

             (e)  "Proceeding"  includes  any  threatened,  pending or completed
inquiry,  action,  suit,  arbitration,  alternate dispute resolution  mechanism,
investigation,  administrative  hearing or any other proceeding,  whether civil,
criminal, administrative or investigative, except one initiated by an Indemnitee
pursuant to Section  12(a) of this  Agreement  to enforce his rights  under this
Agreement.

             (f)  "Expenses"  includes all direct and indirect costs of any type
or nature whatsoever  (including,  without  limitation,  all attorneys' fees and
related disbursements, other out-of-pocket costs and reasonable compensation for
time spent by the  Indemnitee  for which he is not otherwise  compensated by the
Corporation  or any third  party,  provided  that the rate of  compensation  and
estimated  time  involved  is  approved  in advance by the Board of  Directors),
actually and reasonably incurred by the Indemnitee in connection with either the
investigation,  defense or appeal of a  Proceeding  (including  amounts  paid in
settlement by or on behalf of  Indemnitee),  or the  prosecution of an action or
proceeding,   including   appeals,   to   establish   or   enforce  a  right  to
indemnification  under  this  Agreement,  Article 7 or  otherwise.  Expenses  as
defined  herein,  shall not include any judgments,  fines or penalties  actually
levied against the Indemnitee.

             (g) "Independent Counsel" means (i) any law firm or member of a law
firm which the Board of Directors may designate  from time to time provided that
the law firm or member of the law firm so designated is  experienced  in matters
of  corporation  law and  neither  presently  is, nor in the past five years has
been,  retained to represent:  (A) the  Corporation  or Indemnitee in any matter
material to either such party,  or (B) any other party to the Proceeding  giving
rise to a claim for  indemnification  hereunder.  Notwithstanding the foregoing,
the term  "Independent  Counsel"  shall not include  any person  who,  under the
applicable  standards  of  professional  conduct then  prevailing,  would have a
conflict of interest in representing  either the Corporation or Indemnitee in an
action to determine Indemnitee's rights under this Agreement arising on or after
the date of this Agreement,  regardless of when the  Indemnitee's act or failure
to act occurred.

     2. SERVICES BY INDEMNITEE.

             Indemnitee  agrees to serve or  continue  to serve as a Director of
the  Corporation  so long as he is duly  appointed  or elected and  qualified in
accordance  with the applicable  provisions of the By-Laws of the Corporation or
the  By-Laws  of any  subsidiary  of the  Corporation  or until  such time as he
tenders  his  resignation  in  writing.  This  Agreement  shall not  impose  any
obligation on the  Indemnitee or the  Corporation  to continue the  Indemnitee's
position with the Corporation  beyond any period  otherwise  applicable,  nor to
create any right to continued employment of the Indemnitee in any capacity.
<PAGE>
     3. GENERAL.

             The  Corporation  shall  indemnify,  and shall advance  Expenses to
Indemnitee as provided in this Agreement and to the fullest extent  permitted by
law.

     4.  PROCEEDINGS   OTHER  THAN  PROCEEDINGS  BY  OR  IN  THE  RIGHT  OF  THE
         CORPORATION.

             Indemnitee  shall be  entitled  to the  rights  of  indemnification
provided in this Section 4 if, by reason of his Corporate  Status,  he is, or is
threatened to be made, a party to any Proceeding,  other than a Proceeding by or
in the right of the Corporation. Pursuant to this Section 4, Indemnitee shall be
indemnified against Expenses,  including amounts paid in settlement,  as well as
any judgments,  fines and penalties  levied or awarded against him in connection
with such Proceeding or any claim, issue or matter therein,  if he acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal Proceeding,
had no reasonable cause to believe his conduct was unlawful.

     5. PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.

             Indemnitee  shall be  entitled  to the  rights  of  indemnification
provided in this Section 5, if, by reason of his Corporate  Status, he is, or is
threatened  to be  made,  a  party  to  any  threatened,  pending  or  completed
Proceeding  brought by or in the right of the  Corporation to procure a judgment
in its favor. Pursuant to this Section,  Indemnitee shall be indemnified against
Expenses  actually  incurred  by him or on his  behalf in  connection  with such
Proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in, or not opposed to, the best interests of the Corporation. Notwithstanding
the foregoing, no indemnification against such Expenses shall be made in respect
of any claim, issue or matter as to which Indemnitee shall have been adjudged to
be liable to the  Corporation  if such  indemnification  is not permitted by the
laws of the State of New York or other applicable law; provided,  however,  that
indemnification  against Expenses  nevertheless shall by made by the Corporation
in such  event to the extent  that the  courts of the State of New York,  or the
court in which such  Proceeding  shall have been  brought or is  pending,  shall
determine.

     6.  INDEMNIFICATION  FOR  EXPENSES  OF A  PARTY  WHO IS  WHOLLY  OR  PARTLY
         SUCCESSFUL.

             Notwithstanding  any  other  provision  of this  Agreement,  to the
extent that Indemnitee is, by reason of his Corporate  Status, a party to and is
successful,  on  the  merits  or  otherwise,  in any  Proceeding,  he  shall  be
indemnified  against all Expenses  actually  incurred by him or on his behalf in
connection therewith.  If Indemnitee is not wholly successful in such Proceeding
but is successful,  on the merits or otherwise,  as to one or more but less than
all  claims,  issues  or  matters  in such  Proceeding,  the  Corporation  shall
indemnify  Indemnitee  against all Expenses  actually  incurred by him or on his
behalf in connection with each successfully resolved claim, issue or matter. For
<PAGE>
purposes of this Section, but without limitation,  the termination of any claim,
issue or matter in such a Proceeding by dismissal or withdrawal, with or without
prejudice,  shall be deemed to be a successful result as to such claim, issue or
matter.

     7. ADVANCE OF EXPENSES.

             The Corporation  shall advance all reasonable  Expenses incurred by
or on behalf of Indemnitee in connection with any Proceeding  within twenty days
after  the  receipt  by  the  Corporation  of a  statement  or  statements  from
Indemnitee  requesting such advance or advances from time to time, whether prior
to or after final  disposition of such Proceeding.  Such statement or statements
shall evidence or reflect the Expenses  incurred by Indemnitee and shall include
or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to
repay any Expenses  advanced if it is determined  ultimately  that Indemnitee is
not entitled to be indemnified against such Expenses.

     8. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

             (a) To obtain  indemnification  under  this  Agreement,  Indemnitee
shall  submit  to the  Corporation  a  written  request,  including  therein  or
therewith  such  documentation  and  information  as is reasonably  available to
Indemnitee and is reasonably  necessary to determine  whether and to what extent
Indemnitee  is  entitled to  indemnification.  Promptly  upon  receipt of such a
request for  indemnification,  the Secretary of the Corporation shall advise the
Board of Directors in writing that Indemnitee has requested indemnification.

             (b) Upon written request by Indemnitee for indemnification pursuant
to Section 8(a) hereof,  a  determination,  if required by applicable  law, with
respect to Indemnitee's  entitlement  thereto shall be made in the specific case
as  follows:  (i) if a Change in Control  shall have  occurred,  by  Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee (unless Indemnitee shall request that such determination
be made by the Board of Directors, in which case the determination shall be made
in the  manner  provided  below in clauses  (ii) or (iii));  (ii) if a Change of
Control  shall not have  occurred,  (A) by the Board of  Directors by a majority
vote of a quorum  consisting of Disinterested  Directors,  or (B) if a quorum of
the Board of Directors  consisting of Disinterested  Directors is not obtainable
or, even if obtainable, if such quorum of Disinterested Directors so directs, by
Independent  Counsel in a written  opinion to the Board of Directors,  a copy of
which shall be  delivered  to  Indemnitee;  (iii) as provided in Section 9(b) of
this  Agreement;  and,  if it is  determined  that  Indemnitee  is  entitled  to
indemnification,  payment to Indemnitee shall be made within ten (10) days after
such  determination.  Indemnitee  shall  cooperate  with the person,  persons or
entity making such  determination  with respect to  Indemnitee's  entitlement to
indemnification,  including  providing  to such  person,  persons or entity upon
reasonable  advance  request  any  documentation  or  information  which  is not
privileged  or  otherwise  protected  from  disclosure  and which is  reasonably
available to Indemnitee  and  reasonably  necessary to such  determination.  Any
costs or Expenses  (including  attorneys'  fees and  disbursements)  incurred by
Indemnitee in so cooperating  shall be borne by the  Corporation  (regardless of
the  determination as to Indemnitee's  entitlement to  indemnification)  and the
Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
<PAGE>
             (c)   In  the   event   the   determination   of   entitlement   to
indemnification is to be made by Independent Counsel pursuant to Section 8(b) of
this  Agreement,  and no counsel  shall have been  designated  previously by the
Board of  Directors or the  Independent  Counsel so  designated  is unwilling or
unable to serve,  then,  (i) if no Change of Control  shall have  occurred,  the
Independent  Counsel  shall  be  selected  by the  Board  of  Directors  and the
Corporation shall give written notice to Indemnitee advising him of the identity
of the Independent  Counsel so selected;  (ii) if a Change of Control shall have
occurred,  the  Independent  Counsel  shall be  selected by  Indemnitee  (unless
Indemnitee  shall request that such selection be made by the Board of Directors,
in which event the preceding  sentence shall apply),  and Indemnitee  shall give
written notice to the Corporation advising it of the identity of the Independent
Counsel so selected. In either event, Indemnitee or the Corporation, as the case
may be, may,  within 7 days after such written  notice of  selection  shall have
been given,  deliver to the Corporation or to Indemnitee,  as the case may be, a
written objection to such selection.  Such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirement of
"Independent Counsel" as defined in this Agreement,  and the objection shall set
forth with  particularity  the factual basis of such assertion.  If such written
objection  is  made,  the  Independent  Counsel  so  selected  may not  serve as
Independent  Counsel unless and until a court has determined that such objection
is without merit. If, within 20 days after submission by Indemnitee of a written
request for  indemnification  pursuant to Section  8(a) hereof,  no  Independent
Counsel shall have been selected or if selected, shall have been objected to, in
accordance  with this Section 8(c),  either the  Corporation  or Indemnitee  may
petition  the  courts  of the  State  of New York or  other  court of  competent
jurisdiction  for resolution of any objection  which shall have been made by the
Corporation or Indemnitee to the other's selection of Independent Counsel and/or
for the appointment as Independent  Counsel of a person selected by the Court or
by such other person as the Court shall  designate,  and the person with respect
to whom an objection is favorably  resolved or the person so appointed shall act
as Independent  Counsel under Section 8(b) hereof. The Corporation shall pay any
and all  reasonable  fees and expenses of Independent  Counsel  incurred by such
Independent  Counsel in connection with the performance of his  responsibilities
pursuant to Section 8(b) hereof,  and the  Corporation  shall pay all reasonable
fees and  Expenses  incident to the  implementation  of the  procedures  of this
Section  8(c),  regardless of the manner in which such  Independent  Counsel was
selected or appointed.  Upon the due commencement of any judicial  proceeding or
arbitration pursuant to Section 12 of this Agreement,  Independent Counsel shall
be  discharged  and  relieved of any  further  responsibility  in such  capacity
(subject to the applicable standards of professional conduct then prevailing).

     9. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

             (a) If a  Change  of  Control  shall  have  occurred,  in  making a
determination  with respect to entitlement  to  indemnification  hereunder,  the
person,  persons or entity  making such  determination  shall  presume  that the
Indemnitee is entitled to indemnification under this Agreement if the Indemnitee
has submitted a request for  indemnification  in accordance with Section 8(a) of
this Agreement,  and the Corporation  shall have the burden of proof to overcome
that presumption in connection with the making of any determination  contrary to
that presumption by any person, persons or entity.
<PAGE>
             (b) If within  30 days  after  receipt  by the  Corporation  of the
request for indemnification, the Board shall not have made a determination under
Section 8(b)(i) or 8(b)(ii)(A) with regard thereto, the requisite  determination
of entitlement to indemnification  shall be deemed to have been made in favor of
the Indemnitee who then shall be entitled to such indemnification. The foregoing
provisions  of this  Section  9(b)  shall  not  apply  if the  determination  of
entitlement to indemnification is to be made by Independent  Counsel pursuant to
Section 8(b)(i) or 8(b)(ii)(B) of this Agreement.

             (c) The  termination  of any  Proceeding or of any claim,  issue or
matter therein by judgment,  order, settlement or conviction,  or upon a plea of
nolo  contendere  or its  equivalent,  shall not (except as otherwise  expressly
provided  in this  Agreement)  of  itself  adversely  affect  the  right  of the
Indemnitee to  indemnification  or create a presumption  that the Indemnitee did
not act in good faith and in a manner which he reasonably  believed to be in, or
not opposed to, the best  interests of the  Corporation  or, with respect to any
criminal  Proceeding,  that the Indemnitee had reasonable  cause to believe that
his conduct was unlawful.

     10. ASSUMPTION OF DEFENSE.

             In the event the Corporation shall be obligated to pay the Expenses
of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall
be entitled to assume the defense of such  Proceeding,  with counsel  reasonably
acceptable  to the  Indemnitee,  upon the delivery to the  Indemnitee of written
notice of its election to do so. After delivery of such notice, approval of such
counsel by the Indemnitee and the retention of such counsel by the  Corporation,
the  Corporation  will not be liable to the Indemnitee  under this Agreement for
any fees of counsel subsequently  incurred by the Indemnitee with respect to the
same Proceeding, provided that (i) the Indemnitee shall have the right to employ
his counsel in such Proceeding at the Indemnitee's  expense; and (ii) if (a) the
employment  of counsel  by the  Indemnitee  has been  previously  authorized  in
writing by the Corporation,  (b) the Corporation shall have reasonably concluded
that  there may be a  conflict  of  interest  between  the  Corporation  and the
Indemnitee in the conduct of any such defense, or (c) the Corporation shall not,
in fact,  have employed  counsel to assume the defense of such  Proceeding,  the
fees and  Expenses of the  Indemnitee's  counsel  shall be at the expense of the
Corporation.

        11.  ESTABLISHMENT OF A TRUST.

             (a) In the event of a Potential Change in Control, the Corporation,
upon written request by the Indemnitee,  shall create a trust for the benefit of
the  Indemnitee  and from time to time upon  written  request of the  Indemnitee
shall fund such trust in an amount  sufficient  to satisfy any and all  Expenses
which at the time of each such  request  it is  reasonably  anticipated  will be
<PAGE>
incurred in connection with a Proceeding for which the Indemnitee is entitled to
rights  of  indemnification  under  Section  4 or 5  hereof,  and  any  and  all
judgments,  fines,  penalties and settlement  amounts of any and all proceedings
for which the Indemnitee is entitled to rights of indemnification  under Section
4 or 5 from time to time actually  paid or claimed,  reasonably  anticipated  or
proposed to be paid. The amount or amounts to be deposited in the trust pursuant
to the foregoing  funding  obligation shall be determined by the party who would
be  required  to  make  the   determination   of  the   Indemnitee's   right  to
indemnification  under Section 8(b) hereof (the "Reviewing Party"). The terms of
the trust shall provide that upon a Change in Control (i) the trust shall not be
revoked or the principal  thereof  invaded,  without the written  consent of the
Indemnitee,  (ii) the  trustee  shall  advance,  within two  business  days of a
request by the  Indemnitee,  any and all  Expenses  to the  Indemnitee  (and the
Indemnitee  hereby agrees to reimburse the trust under the  circumstances  under
which the  Indemnitee  would be  required to  reimburse  the  Corporation  under
Section  7  hereof),  (iii)  the  trust  shall  continue  to be  funded  by  the
Corporation in accordance with the funding  obligation set forth above, (iv) the
trustee  shall  promptly  pay  to the  Indemnitee  all  amounts  for  which  the
Indemnitee  shall be entitled to  indemnification  pursuant to this Agreement or
otherwise,  and (v) all  unexpended  funds in such  trust  shall  revert  to the
Corporation  upon a final  determination  by the  Reviewing  Party or a court of
competent  jurisdiction,  as the case may be,  that  Indemnitee  has been  fully
indemnified  under  the  terms  of  this  Agreement.  The  trustee  shall  be an
institutional   trustee  with  a  highly  regarded   reputation  chosen  by  the
Indemnitee.  Nothing in this Section 11 shall relieve the  Corporation of any of
its obligations under this Agreement.

             (b) Nothing contained in this Section 11 shall prevent the Board of
Directors  of the  Corporation  in its  discretion  at any time and from time to
time, upon request of the Indemnitee,  from providing security to the Indemnitee
for the  Corporation's  obligations  hereunder  through an  irrevocable  line of
credit or other collateral.  Any such security, once provided to the Indemnitee,
may not be revoked or released without the prior consent of the Indemnitee.

     12. REMEDIES OF INDEMNITEE.

             (a) In the event that any one or more of the following events shall
have  occurred:  (i) a  determination  is made  pursuant  to  Section  8 of this
Agreement  that  Indemnitee  is  not  entitled  to  indemnification  under  this
Agreement; (ii) Expenses are not advanced timely in accordance with Section 7 of
this Agreement;  (iii) the determination of entitlement to indemnification is to
be made by  Independent  Counsel  pursuant to Section 8(b) of this Agreement and
such  determination  shall not have been made and delivered in a written opinion
within  90  days  after   receipt  by  the   Corporation   of  the  request  for
indemnification; (iv) payment of indemnification is not made pursuant to Section
6 of this  Agreement  within ten days  after  receipt  by the  Corporation  of a
written request therefor;  (v) payment of indemnification is not made within ten
days  after a  determination  has been  made  that  Indemnitee  is  entitled  to
indemnification  or such  determination  is deemed to have been made pursuant to
Section 9(b) of this Agreement; and/or (vi) the Corporation fails to comply with
its obligations  under Section 11(a) with regard to the establishment or funding
of a trust for Expenses,  the Indemnitee shall be entitled to an adjudication of
his  entitlement  to  such  indemnification,  advancement  of  Expenses  or  the
establishment  and funding of the trust in an appropriate  court of the State of
New  York,  or in any  other  court of  competent  jurisdiction.  Alternatively,
<PAGE>
Indemnitee, at his option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration within 180 days following the date on which Indemnitee first has the
right to commence such  proceeding  pursuant to this Section 12. The Corporation
shall not oppose  Indemnitee's  right to seek any such  adjudication or award in
arbitration.

             (b) Whenever a determination  is made pursuant to Section 8 of this
Agreement  that  Indemnitee  is not  entitled to  indemnification,  the judicial
proceeding  or  arbitration  commenced  pursuant  to this  Section  12  shall be
conducted in all respects as a de novo trial, or arbitration,  on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. If a
Change of Control shall have occurred,  the Corporation shall have the burden of
proving that  Indemnitee is not entitled to  indemnification  or  advancement of
Expenses,  as the  case  may  be,  in any  judicial  proceeding  or  arbitration
commenced pursuant to this Section 12.

             (c) If a determination  shall have been made or deemed to have been
made  pursuant to Section 8 of this  Agreement  that  Indemnitee  is entitled to
indemnification,  the Corporation  shall be bound by such  determination  in any
judicial proceeding or arbitration  commenced pursuant to this Section 12 absent
(i) a  misstatement  by  Indemnitee  of a material  fact,  or an  omission  of a
material  fact   necessary  to  make   Indemnitee's   statement  not  materially
misleading,  in  connection  with the  request  for  indemnification,  or (ii) a
prohibition of such indemnification under applicable law.

             (d) The  Corporation  shall  be  precluded  from  asserting  in any
judicial  proceeding or arbitration  commenced  pursuant to this Section 12 that
the procedures  and  presumptions  of this Agreement are not valid,  binding and
enforceable  and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Agreement.

             (e) In the event that  Indemnitee,  pursuant  to this  Section  12,
seeks a judicial  adjudication  or an award in arbitration to enforce his rights
under, or to recover damages for breach of, this Agreement,  Indemnitee shall be
entitled  to  recover  from the  Corporation,  and shall be  indemnified  by the
Corporation  against,  any  and all  expenses  (of the  types  described  in the
definition of Expenses in this Agreement) actually incurred by him in connection
with  obtaining  such  judicial  adjudication  or  arbitration,  but  only if he
prevails  therein.  If it shall be determined in said judicial  adjudication  or
arbitration  that  Indemnitee  is  entitled  to receive  part but not all of the
indemnification  or advancement  of Expenses  sought,  the Expenses  incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.

     13. NON-EXCLUSIVITY; DURATION OF AGREEMENT; INSURANCE: SUBROGATION.

             (a) The rights of  indemnification  and to receive  advancement  of
Expenses as  provided by this  Agreement  shall not be deemed  exclusive  of any
other rights to which  Indemnitee may at any time be entitled  under  applicable
law,  the  Corporation's  certificate  of  incorporation  or by-laws,  any other
agreement,  a vote of stockholders  or a resolution of directors,  or otherwise.
This  Agreement  shall  continue  until and terminate  upon the later of: (a) 10
years after the date that Indemnitee shall have ceased to serve as an officer or
director  of the  Corporation,  or (b)  the  final  termination  of all  pending
<PAGE>
Proceedings in respect of which Indemnitee is granted rights of  indemnification
or  advancement  of  Expenses  hereunder  and of  any  proceeding  commenced  by
Indemnitee  pursuant  to Section 12 of this  Agreement  relating  thereto.  This
Agreement  shall be binding upon the  Corporation and its successors and assigns
and shall  inure to the  benefit  of  Indemnitee  and his heirs,  executors  and
administrators.

             (b) (i) To the extent that the  Corporation  maintains an insurance
policy or policies providing  liability  insurance for directors and officers of
the  Corporation,  Indemnitee  shall be covered by such  policy or  policies  in
accordance  with  the  terms  thereof  to the  maximum  extent  of the  coverage
available for any such  director or officer  under such policy or policies.  The
Corporation  shall  take all  necessary  or  appropriate  action  to cause  such
insurers to pay on behalf of the Indemnitee  all amounts  payable as a result of
the commencement of a proceeding in accordance with the terms of such policy.

                  (ii) For a period of three years after the date the Indemnitee
shall have  ceased to serve as an officer or director  of the  Corporation,  the
Corporation  will  provide  officers  and  directors   liability  insurance  for
Indemnitee on terms no less favorable than the terms of the liability  insurance
which the  Corporation  then  provides to the current  officers  and  directors;
provided,  that  the  Corporation  provides  officers  and  directors  liability
insurance to its current officers and directors;  and provided further, that the
annual premiums for the liability  insurance to be provided to the Indemnitee do
not exceed by more than 50% the premium  charged for the coverage  available for
any of the Corporation's current officers and directors.

             (c)  In  the  event  of  any  payment  under  this  Agreement,  the
Corporation  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 take
all  action  necessary  to  secure  such  rights,  including  execution  of such
documents as are  necessary to enable the  Corporation  to bring suit to enforce
such rights.

             (d) The  Corporation  shall not be liable  under this  Agreement to
make any  payment of amounts  otherwise  indemnifiable  hereunder  if and to the
extent that  Indemnitee  otherwise  actually has received such payment under any
insurance policy, contract, agreement or otherwise.

     14. SEVERABILITY.

             If any provision or provisions of this  Agreement  shall be held to
be  invalid,  illegal  or  unenforceable  for  any  reason  whatsoever:  (a) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Agreement  (including  without  limitation,  each portion of any Section of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that is not itself invalid,  illegal or unenforceable) shall not
in any way be  affected  or  impaired  thereby;  and (b) to the  fullest  extent
possible the provisions of this Agreement (including,  without limitation,  each
portion of any Section of this  Agreement  containing any such provision held to
be invalid,  illegal or  unenforceable,  that is not itself invalid,  illegal or
unenforceable)  shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
<PAGE>
     15. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.

             Except as otherwise provided specifically herein,  Indemnitee shall
not be  entitled  to  indemnification  or  advancement  of  Expenses  under this
Agreement with respect to any Proceeding,  or any claim herein,  brought or made
by him against the Corporation.

     16. HEADINGS.

             The headings of the  paragraphs of this  Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

     17. MODIFICATION AND WAIVER.

             This Agreement may be amended from time to time to reflect  changes
in New York law or for other reasons.  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  provision  hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

     18. NOTICE BY INDEMNITEE.

             Indemnitee  agrees  promptly to notify the  Corporation  in writing
upon being served with any summons, citation, subpoena,  complaint,  indictment,
information or other document  relating to any Proceeding or matter which may be
subject  to  indemnification  or  advancement  of  Expenses  covered  hereunder;
provided, however, that the failure to give any such notice shall not disqualify
the Indemnitee from indemnification hereunder.

     19. NOTICES.

             All notices,  requests,  demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if (i) delivered
by hand to the party to whom said notice or other  communication shall have been
directed,  (ii) mailed by certified or registered  mail with postage  prepaid or
(iii) delivered by facsimile transmission electronically confirmed.
<PAGE>
             (a)  If to Indemnitee, to:




             (b)  If to the Corporation, to:

                  ETRAVNET.COM, INC.
                  560 Sylvan Avenue
                  Englewood Cliffs, New Jersey   07632

                  with a copy to:
                  BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.
                  100 Jericho Quadrangle
                  Jericho, New York  11753
                  Attn: David H. Lieberman
                  Fax No: (516) 822-4824

or to such  other  address  as may have  been  furnished  to  Indemnitee  by the
Corporation or to the Corporation by Indemnitee, as the case may be.

     20. GOVERNING LAW.

             The parties  agree that this  Agreement  shall be governed  by, and
construed and enforced in accordance with, the laws of the State of New York.

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

                              ETRAVNET.COM, INC.



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


                              INDEMNITEE:

                                 -------------------------------