EXHIBIT 10.4(b)


                        FORM OF INDEMNIFICATION AGREEMENT

     Volt  Information  Sciences,  Inc.  has  entered  into  an  Indemnification
Agreement  identical  to the form  attached  hereto  with each of the  following
directors and officers on the dates indicated:

                DATE                                        NAME
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January 9, 2007                             Jerome Shaw
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January 9, 2007                             Howard B. Weinreich
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January 9, 2007                             Thomas Daley
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January 9, 2007                             Daniel G. Hallihan
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January 9, 2007                             Jack Egan
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January 9, 2007                             Ludwig M. Guarino
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January 9, 2007                             Ronald M. Kochman
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January 9, 2007                             Louise Ross
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                            INDEMNIFICATION AGREEMENT

     This Indemnification Agreement (this "Agreement") is made as of the ___ day
of _________,  2007, by and between Volt Information Sciences,  Inc., a New York
corporation (the "Corporation"), and ______________________ (the "Indemnitee").

                                   WITNESSETH:

     WHEREAS, it is essential to the Corporation to retain and attract directors
and/or officers who are the most capable persons available;

     WHEREAS,  the  Indemnitee  is  serving or has agreed to serve as a director
and/or  officer of the  Corporation  and in such capacity  will render  valuable
services to the Corporation;

     WHEREAS,  the  Corporation  and the  Indemnitee  recognize the  substantial
increase in  litigation  and claims  being  asserted  against  directors  and/or
officers;


<PAGE>

     WHEREAS,  the  Corporation's   By-laws  (together  with  the  Corporation's
Restated Certificate of Incorporation, the "Constituent Documents") provide that
the  Corporation  will  indemnify  its  directors  and officers and will advance
expenses in connection  therewith,  and  Indemnitee's  willingness to serve as a
director and/or officer of the Corporation, or, at the Corporation's request, to
serve any Other  Enterprise (as defined in Paragraph  2(e)) in any capacity,  is
based in part on Indemnitee's reliance on such provisions;

     WHEREAS,  in recognition of Indemnitee's  need for  substantial  protection
against personal liability in order to encourage  Indemnitee's continued service
to the Corporation or, at the Corporation's request, any Other Enterprise, in an
effective manner, and Indemnitee's  reliance on the aforesaid  provisions of the
Constituent  Documents,  and to  provide  Indemnitee  with  express  contractual
indemnification  (regardless  of,  among  other  things,  any  amendment  to  or
revocation  of  such  provisions  or  any  change  in  the  composition  of  the
Corporation's  Board of Directors (the "Board") or any acquisition,  disposition
or  other  business  combination   transaction  involving  or  relating  to  the
Corporation),  the  Corporation  wishes to  provide  in this  Agreement  for the
indemnification  of Indemnifiable  Losses (as defined in Paragraph 2(d)) and the
advancement  of Expenses (as defined in  Paragraph  2(c)) to  Indemnitee  as set
forth in this  Agreement  and, to the extent  insurance is  maintained,  for the
continued  coverage  of  Indemnitee  under  the  Corporation's   directors'  and
officers' liability insurance policies.

     NOW, THEREFORE, in consideration of the Indemnitee's continued service as a
director  and/or officer of the  Corporation,  the Corporation and Indemnitee do
hereby agree as follows:

1.   Agreement  to Serve.  Indemnitee  agrees to continue to serve as a director
     and/or officer of the  Corporation for so long as he or she is duly elected
     or  appointed  or until such  earlier  time as he or she tenders his or her
     resignation in writing.  This provision is not a guarantee of employment or
     service.

2.   Certain  Definitions.  In addition to terms defined elsewhere  herein,  the
     following terms have the following meanings when used in this Agreement:


     (a)  The term  "Affiliate"  has the meaning  given to that term in Rule 405
          under the Securities Act of 1933, as amended; provided,  however, that
          for purposes of this Agreement the  Corporation  and its  subsidiaries
          will not be deemed to constitute Affiliates of any Indemnitee.

     (b)  The term "Claim" means any  threatened,  pending or completed  action,
          suit  or  proceeding   (whether   civil,   criminal,   administrative,
          arbitrative,  investigative or other), whether instituted by or in the
          right of the  Corporation  or any  other  Person,  or any  inquiry  or
          investigation,  whether  instituted  by the  Corporation  or any other
          Person in which  Indemnitee  is or was a party or is  threatened to be
          made a party or in good faith believes  might lead to the  institution
          of any such  action,  suit or  proceeding,  by reason of the fact that
          Indemnitee  is or was a  director,  officer,  employee or agent of the
          Corporation (or any


<PAGE>

          subsidiary of the Corporation), or is or was serving at the request of
          the Corporation as a director,  officer,  employee,  member,  manager,
          trustee,  agent or  fiduciary  (or in any other  capacity) of an Other
          Enterprise.

     (c)  The  term  "Expenses"  includes  all  attorneys'  and  experts'  fees,
          expenses  and charges and all other costs,  expenses and  obligations,
          paid or incurred  in  connection  with  investigating,  defending,  or
          participating  (as a party, a witness,  or otherwise) in (including on
          appeal),  or  preparing  to defend  or  participate  in,  any Claim or
          otherwise   establishing  a  right  to   indemnification   under  this
          Agreement.

     (d)  The term "Indemnifiable  Losses" means any and all Expenses,  damages,
          losses,  liabilities,  judgments, fines, penalties and amounts paid or
          payable in settlement  (including,  without limitation,  all interest,
          assessments and other charges paid or payable in connection with or in
          respect of any of the  foregoing,  including any excise taxes assessed
          on Indemnitee with respect to any employee benefit plan), relating to,
          resulting  from or  arising  out of any act or  failure  to act by the
          Indemnitee,  or his or her status as any person  referred to in clause
          (i) of  this  sentence,  (i) in his  or her  capacity  as a  director,
          officer, employee or agent of the Corporation or any of its Affiliates
          or as a director,  officer,  employee, member, manager, trustee, agent
          or fiduciary (or in any other capacity) of any Other  Enterprise as to
          which the  Indemnitee is or was serving at the  Corporation's  request
          and (ii) in respect of any business,  transaction or other activity of
          any entity referred to in clause (i) of this sentence.

     (e)  The  term  "Other  Enterprise"  shall  mean any  corporation,  limited
          liability company,  partnership,  joint venture, trust or other entity
          or  enterprise,  whether or not for profit,  or any  employee  benefit
          plan.

     (f)  The  term "to  serve  at the  Corporation's  request"  shall  mean any
          service as a director,  officer,  employee or agent of the Corporation
          which  imposes  duties on, or involves  services  by, such Person as a
          director,  officer, partner, member, manager, employee, trustee, agent
          or  fiduciary  (or in any other  capacity)  with  respect to any Other
          Enterprise.

     (g)  The term "Person" shall mean any  individual,  governmental  entity or
          Other Enterprise.

     (h)  The term "not opposed to the best interests of the Corporation"  shall
          include  action taken in good faith and in a manner the person  acting
          reasonably  believed to be in the interest of the  Corporation  or its
          shareholders  or the  participants  and  beneficiaries  of an employee
          benefit plan.


<PAGE>

3.   General  Indemnification.  The Corporation  shall  indemnify  Indemnitee in
     accordance  with the  provisions  of this  Paragraph 3 against all Expenses
     actually and  reasonably  incurred by  Indemnitee  in  connection  with the
     defense  or  settlement   of  any  Claim;   provided,   however,   that  no
     indemnification  for  Expenses  shall be made  under  this  Paragraph  3 in
     respect of any Claim if a judgment or other final  adjudication  adverse to
     Indemnitee establishes that (i) his or her 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 (ii) he or she
     personally gained in fact a financial profit or other advantage to which he
     or she was not  legally  entitled  unless and only to the  extent  that the
     court in which such Claim was brought,  or, if no action was  brought,  any
     court of competent  jurisdiction  determines upon application that, despite
     the  adjudication of liability but in view of all the  circumstances of the
     case,  Indemnitee  is fairly and  reasonably  entitled to indemnity for the
     Expenses and the amount of the  Indemnifiable  Losses which the court shall
     deem proper.

4.   Indemnification of Expenses of Successful Party.  Notwithstanding any other
     provision  of this  Agreement,  to the  extent  that  Indemnitee  has  been
     successful on the merits or otherwise,  in defense of any Claim, Indemnitee
     shall be indemnified  against all Expenses actually and reasonably incurred
     by Indemnitee in connection  therewith to the fullest  extent  permitted by
     New York Law.

5.   Advances  of  Expenses.   The  Indemnitee's  right  to  indemnification  in
     Paragraph 3 of this  Agreement  shall  include the right of  Indemnitee  to
     receive an advance from the Corporation of any Expenses. If so requested by
     Indemnitee, the Corporation will advance within 45 days of such request any
     and all  Expenses to  Indemnitee  which  Indemnitee  reasonably  determines
     likely to be payable;  provided,  however,  that  Indemnitee  will  return,
     without  interest,  any such  advance  which  remains  unspent at the final
     conclusion  of the  Claim to  which  the  advance  related;  and  provided,
     further,  that all amounts  advanced in respect of such  Expenses  shall be
     repaid  to  the  Corporation  by  Indemnitee  if  it  shall  ultimately  be
     determined  in a  final  judgment  or as  provided  in  Paragraph  7,  that
     Indemnitee  is not  entitled  to be  indemnified  for such  Expenses.  This
     undertaking  by  Indemnitee  is an  unlimited  general  undertaking  but no
     security for such undertaking will be required.

6.   Indemnification for Additional Expenses. Without limiting the generality or
     effect of the foregoing,  the Corporation will indemnify Indemnitee against
     and,  if  requested  by  Indemnitee,  will  within 45 days of such  request
     advance to Indemnitee,  any and all Expenses paid or incurred by Indemnitee
     in  connection  with any Claim  asserted or brought by  Indemnitee  for (i)
     indemnification  or advance  payment of Expenses by the  Corporation  under
     this Agreement or any other agreement or under


<PAGE>

     any provision of the Corporation's  Constituent  Documents now or hereafter
     in effect relating to Claims for Indemnifiable  Losses and/or (ii) recovery
     under any directors' and officers'  liability insurance policies maintained
     by  the  Corporation,   regardless  of  whether  Indemnitee  ultimately  is
     determined to be entitled to such indemnification,  advance expense payment
     or insurance recovery, as the case may be.

7.   Right of Indemnitee to  Indemnification  Upon  Application;  Procedure Upon
     Application.

     (a)  Subject to Paragraph 8 of this Agreement,  Indemnitee will be presumed
          to be entitled to indemnification under this Agreement.  The burden of
          proving  that   indemnification   or  advances  of  Expenses  are  not
          appropriate  shall,  to  the  extent  permitted  by  law,  be  on  the
          Corporation.

     (b)  Any indemnification under Paragraph 3 shall be paid by the Corporation
          no  later  than  45 days  after  receipt  of the  written  request  of
          Indemnitee,  unless a determination  is made within said 45-day period
          by (i) the Board of Directors by a majority  vote of directors who are
          not  and  were  not   parties   to  the  Claim  in  respect  of  which
          indemnification is being sought  ("Disinterested  Directors"),  (ii) a
          committee  of  the  Board  of  Directors  comprised  of  Disinterested
          Directors or (iii)  independent  legal  counsel in a written  opinion,
          that Indemnitee has not met the relevant standards for indemnification
          set forth in this Agreement.  In any such case, the Corporation  shall
          send prompt written notice to the Indemnitee of such determination. If
          requested by the Indemnitee in writing,  any such determination  shall
          be made by independent  legal counsel not  previously  employed by the
          Corporation or any Affiliate thereof.

     (c)  Indemnitee will be entitled to a hearing before the Board of Directors
          of Corporation or the Disinterested  Directors and/or any other person
          or persons making a determination and evaluation under Paragraph 7(b).
          Indemnitee  will be  entitled  to be  represented  by  counsel at such
          hearing.  The cost of any determination and evaluation under Paragraph
          7(b)  (including  attorneys'  fees  and  other  expenses  incurred  by
          Indemnitee in preparing for and attending the hearing  contemplated by
          Paragraph 7 and otherwise in  connection  with the  determination  and
          evaluation under Paragraph 7) will be borne by the Corporation.

     (d)  The right to indemnification or advancement of Expenses as provided by
          this  Agreement  shall be  enforceable  by  Indemnitee in any court of
          competent  jurisdiction.   Neither  the  failure  of  the  Corporation
          (including  its Board of Directors or  independent  legal  counsel) to
          have made a  determination  prior to the  commencement  of such action
          that  Indemnitee  has met the  applicable  standard  of conduct nor an
          actual  determination  by the  Corporation  (including  its  Board  of
          Directors or independent


<PAGE>

          legal  counsel) that  Indemnitee  has not met such standard shall be a
          defense to the action or create a presumption  that Indemnitee has not
          met the applicable standard of conduct. Indemnitee's Expenses actually
          and reasonably  incurred in connection with successfully  establishing
          his or her right to indemnification or advances,  in whole or in part,
          shall also be indemnified by the Corporation.

     (e)  With respect to any Claim for which indemnification is requested,  the
          Corporation will be entitled to participate therein at its own expense
          and, except as otherwise  provided  below,  the Corporation may assume
          the defense thereof,  with counsel  satisfactory to Indemnitee.  After
          notice from the  Corporation  to  Indemnitee of its election to assume
          the  defense  of a  Claim,  the  Corporation  will  not be  liable  to
          Indemnitee under this Agreement for any Expenses subsequently incurred
          by Indemnitee in connection  with the defense  thereof,  other than as
          provided  below.  The  Corporation  shall not  settle any Claim in any
          manner  which would  impose any penalty or  limitation  on  Indemnitee
          without Indemnitee's written consent.  Indemnitee shall have the right
          to  employ  counsel  in any Claim  but the fees and  expenses  of such
          counsel  incurred after notice from the  Corporation of its assumption
          of the  defense of the Claim  shall be at the  expense of  Indemnitee,
          unless (i) the employment of counsel by Indemnitee has been authorized
          by the Corporation,  (ii) Indemnitee  shall have reasonably  concluded
          that there may be a conflict of interest  between the  Corporation and
          Indemnitee  in the conduct of the defense of a Claim,  (iii) the named
          parties in any such Claim  (including any impleaded  parties)  include
          both the  Corporation and  Indemnitee,  and Indemnitee  shall conclude
          that there may be one or more legal  defenses  available to him or her
          that are  different  from or in  addition  to those  available  to the
          Corporation,  (iv) any such representation by the Corporation would be
          precluded under the applicable  standards of professional conduct then
          prevailing  or (v) the  Corporation  shall not in fact  have  employed
          counsel to assume the  defense of a Claim,  in each of which cases the
          fees and expenses of  Indemnitee  's counsel  shall be advanced by the
          Corporation.  Notwithstanding the foregoing, the Corporation shall not
          be entitled  to assume the  defense of any Claim  brought by or in the
          right of the Corporation.

     (f)  The Corporation shall pay to Indemnitee, at the time payments are made
          to Indemnitee for Expenses  pursuant to this Agreement,  an additional
          payment (the "Gross Up Amount")  such that after payment of all taxes,
          if any,  on  payments  so made,  including  the amount of the Gross Up
          Amount,  Indemnitee  retains  an  amount  equal  to the  amount  to be
          received.


<PAGE>

8.   Limitation on Indemnification.  No payment pursuant to this Agreement shall
     be made by the Corporation:

     (a)  to indemnify or advance funds to Indemnitee  for Expenses with respect
          to Claims  initiated or brought or joined in voluntarily by Indemnitee
          and not by way of defense,  except with  respect to Claims  brought to
          establish  or enforce a right to  indemnification  or  advancement  of
          Expenses  under this  Agreement or as  otherwise  required by New York
          law,  but such  indemnification  or  advancement  of  Expenses  may be
          provided by the Corporation in specific cases if the Board finds it to
          be appropriate;

     (b)  to indemnify  Indemnitee  for any Expenses  sustained in any Claim for
          which  payment  is  actually  made to  Indemnitee  under  a valid  and
          collectible  insurance policy,  except in respect of any excess beyond
          the amount of payment under such insurance;

     (c)  to indemnify Indemnitee for any Expenses sustained in any Claim for an
          accounting  of profits made from the purchase or sale by Indemnitee of
          securities of the  Corporation  pursuant to the  provisions of Section
          16(b) of the  Securities  Exchange Act of 1934, as amended,  the rules
          and  regulations  promulgated  thereunder  and  amendments  thereto or
          similar provisions of any federal, state, or local statutory law;

     (d)  to indemnify Indemnitee if his or her acts violated Section 719 of the
          New York Business Corporation law (the "NYBCL"); or

     (e)  if a court of  competent  jurisdiction  finally  determines  that such
          payment hereunder is unlawful.

9.   Indemnification   Hereunder  Not   Exclusive.   The   indemnification   and
     advancement  of  Expenses  provided by this  Agreement  shall not be deemed
     exclusive of any other rights to which Indemnitee may be entitled under the
     Constituent  Documents  of the  Corporation,  any  agreement,  any  vote of
     stockholders or Disinterested Directors, the NYBCL or otherwise, both as to
     action in his official  capacity and as to action in another capacity while
     holding such office (collectively, "Other Indemnity Provisions"); provided,
     however,  that (i) to the extent that  Indemnitee  otherwise would have any
     greater  right to  indemnification  under  any Other  Indemnity  Provision,
     Indemnitee  will be deemed to have such greater right hereunder and (ii) to
     the extent that any change is made to any Other  Indemnity  Provision which
     permits any greater right to indemnification  than that provided under this
     Agreement  as of the date  hereof,  Indemnitee  will be deemed to have such
     greater right hereunder.  The indemnification rights afforded to Indemnitee
     hereby are contract rights and the Corporation will not adopt any amendment
     to any of the  Constituent  Documents  the  effect  of  which  would  be to
     eliminate, deny,


<PAGE>

     diminish,    encumber   or   otherwise   affect   Indemnitee's   right   to
     indemnification under this Agreement or any Other Indemnity Provision.  The
     indemnification  provided by this Agreement shall continue as to Indemnitee
     even though he or she may have ceased to be a director,  officer,  employee
     or agent of the Corporation and shall inure to the benefit of the heirs and
     personal representatives of Indemnitee.

10.  Partial  Indemnification.  If Indemnitee is entitled under any provision of
     this Agreement to  indemnification  by the Corporation for a portion of the
     Expenses and/or  Indemnifiable  Losses actually and reasonably  incurred by
     him or her in any Claim but not, however, for the total amount thereof, the
     Corporation shall nevertheless indemnify Indemnitee for the portion of such
     Expenses  and/or  Indemnifiable  Losses 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 Loss or in defense of any issue or matter therein, including,
     without  limitation,   dismissal  without  prejudice,  Indemnitee  will  be
     indemnified against all Expenses incurred in connection therewith.

11.  No Other  Presumption.  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, of itself, create a presumption that Indemnitee did
     not act in good faith in a manner which he or she reasonably believed to be
     in or not opposed to the best interests of the Corporation.

12.  Indemnification of Indemnitee's Estate. Notwithstanding any other provision
     of  this  Agreement,  and  regardless  of  whether  indemnification  of the
     Indemnitee would be permitted and/or required under this Agreement,  if the
     Indemnitee is deceased,  the Corporation  shall indemnify and hold harmless
     the Indemnitee's estate, spouse, heirs,  administrators,  personal or legal
     representatives,  executors and trustees  (collectively  the  "Indemnitee's
     Estate") against,  and the Corporation  shall assume,  any and all Expenses
     actually  incurred  by  the  Indemnitee  or  the  Indemnitee's   Estate  in
     connection  with the  investigation,  defense,  settlement or appeal of any
     Claim.   Indemnification  of  the  Indemnitee's  Estate  pursuant  to  this
     Paragraph  12 shall be  mandatory  and not  require  any  determination  or
     finding that the Indemnitee's  conduct  satisfied a particular  standard of
     conduct.

13.  Spousal Indemnification. The indemnifications,  benefits and obligations of
     this  Agreement  shall extend to the spouse of an  Indemnitee  in the event
     that the spouse is made a party to a Proceeding or collection, execution or
     enforcement efforts arising from a Claim.

14.  Limitation of Actions and Release of Claims. No proceeding shall be brought
     and  no  cause  of  action  shall  be  asserted  by or  on  behalf  of  the
     Corporation,  any  subsidiary of the  Corporation  or any Other  Enterprise
     against the  Indemnitee,  after the  expiration of one year from the act or
     omission of the Indemnitee upon which such proceeding is based; however, in
     a case where the Indemnitee fraudulently conceals the facts


<PAGE>

     underlying  such cause of action,  no  proceeding  shall be brought  and no
     cause of action shall be asserted after the expiration of one year from the
     earlier of (i) the date the Corporation,  any subsidiary of the Corporation
     or any  Other  Enterprise  discovers  such  facts,  or (ii)  the  date  the
     Corporation,  any  subsidiary of the  Corporation  or any Other  Enterprise
     could have discovered  such facts by the exercise of reasonable  diligence.
     Any claim or cause of  action of the  Corporation,  any  subsidiary  of the
     Corporation or any Other  Enterprise,  including claims predicated upon the
     act or  omission  of the  Indemnitee,  shall  be  extinguished  and  deemed
     released  unless  asserted by filing of a legal action  within such period.
     This  Paragraph 14 shall not apply to any cause of action which has accrued
     on the date hereof and of which the Indemnitee is aware on the date hereof,
     but as to which the  Corporation  has no actual  knowledge  apart  from the
     Indemnitee's knowledge.

15.  Maintenance of Liability Insurance.

     (a)  The  Corporation   hereby  covenants  and  agrees  that,  as  long  as
          Indemnitee  continues  to  serve  as a  director  or  officer  of  the
          Corporation and thereafter as long as Indemnitee may be subject to any
          Claim,  the  Corporation,  subject to  subparagraph  (c) below,  shall
          maintain in full force and effect  directors' and officers'  liability
          insurance ("D&O Insurance") in reasonable amounts from established and
          reputable insurers.

     (b)  In all D&O Insurance policies, Indemnitee shall be named as an insured
          in such a manner as to  provide  the  Indemnitee  the same  rights and
          benefits  as  are  accorded  to  the  most  favorably  insured  of the
          Corporation's directors and officers.

     (c)  Notwithstanding   the  foregoing,   the  Corporation   shall  have  no
          obligation  to obtain or maintain  D&O  Insurance  if the  Corporation
          determines  in  good  faith  that  such  insurance  is not  reasonably
          available,  the premium costs for such insurance are  disproportionate
          to the amount of  coverage  provided,  the  coverage  provided by such
          insurance is so limited by exclusions that it provides an insufficient
          benefit, or Indemnitee is covered by similar insurance maintained by a
          subsidiary of the Corporation.

16.  Subrogation.  In the event of payment under this Agreement, the Corporation
     will be  subrogated  to the extent of such  payment  to all of the  related
     rights of recovery of  Indemnitee  against  other  Persons,  including  any
     carrier of D&O Insurance  (other than personal  directors'  (or  officers')
     insurance  coverage,  if any,  which  is  maintained  by  Indemnitee).  The
     Indemnitee  will execute all papers  reasonably  required to evidence  such
     rights  (all of  Indemnitee's  reasonable  Expenses  related  thereto to be
     reimbursed   by  or,  at  the  option  of   Indemnitee,   advanced  by  the
     Corporation).


<PAGE>

17.  No Duplication of Payments.  The Corporation  will not be liable under this
     Agreement to make any payment in  connection  with any  Indemnifiable  Loss
     made against  Indemnitee to the extent  Indemnitee  has otherwise  actually
     received payment (net of Expenses  incurred in connection  therewith) under
     any  insurance  policy,  the  Constituent  Documents  and  Other  Indemnity
     Provisions or otherwise of the amounts  otherwise  indemnifiable  hereunder
     provided  that,  if  Indemnitee  for any reason is required to disgorge any
     payment actually received by him, the Corporation shall be obligated to pay
     such  amount to  Indemnitee  in  accordance  with the  other  terms of this
     Agreement (i.e., disregarding the terms of this Paragraph 17).

18.  Successors and Binding Agreement.

     (a)  The  Corporation  will  require  any  successor   (whether  direct  or
          indirect,  by  purchase,  merger,  consolidation,   reorganization  or
          otherwise)  to all or  substantially  all of the business or assets of
          the  Corporation (a  "Successor"),  by agreement in form and substance
          satisfactory to Indemnitee and his or her counsel, expressly to assume
          and agree to perform this Agreement in the same manner and to the same
          extent  the  Corporation  would  be  required  to  perform  if no such
          succession  had taken place.  This  Agreement will be binding upon and
          inure to the  benefit  of the  Corporation  and may be  assigned  to a
          Successor,  but will not otherwise be assignable or delegatable by the
          Corporation.

     (b)  This  Agreement will inure to the benefit of and be enforceable by the
          Indemnitee's  Estate and,  to the extent  provided  in  Paragraph  13,
          Indemnitee's spouse.

     (c)  This Agreement is personal in nature and neither of the parties hereto
          will,  without  the  consent of the  other,  assign or  delegate  this
          Agreement or any rights or obligations  hereunder  except as expressly
          provided  in  Paragraphs   18(a)  and  18(b).   Without  limiting  the
          generality or effect of the foregoing,  Indemnitee's  right to receive
          payments hereunder will not be assignable, whether by pledge, creation
          of a security  interest or otherwise,  other than by a transfer by the
          Indemnitee's will or by the laws of descent and distribution,  and, in
          the event of any  attempted  assignment  or transfer  contrary to this
          Paragraph  18(c),  the  Corporation  will have no liability to pay any
          amount so attempted to be assigned or transferred.

19.  Notices. For all purposes of this Agreement, all communications,  including
     without limitation notices,  consents,  requests or approvals,  required or
     permitted to be given hereunder will be in writing and will


<PAGE>

     be deemed to have been duly  given when hand  delivered  or  dispatched  by
     electronic facsimile  transmission (with receipt thereof orally confirmed),
     or five business days after having been mailed by United States  registered
     or  certified  mail,  return  receipt  requested,  postage  prepaid  or one
     business day after  having been sent for next-day  delivery by a nationally
     recognized overnight courier service,  addressed to the Corporation (to the
     attention of the Secretary of the Corporation) and to the Indemnitee at the
     addresses  shown on the signature page hereto,  or to such other address as
     any party may have  furnished  to the other in  writing  and in  accordance
     herewith,  except that notices of changes of address will be effective only
     upon receipt.

20.  Governing Law. The validity,  interpretation,  construction and performance
     of this Agreement will be governed by and construed in accordance  with the
     substantive  laws of the State of New York,  without  giving  effect to the
     principles  of  conflict  of laws of such  State.  Each party  consents  to
     non-exclusive  jurisdiction  of any New York  state or  federal  court  for
     purposes of any action, suit or proceeding hereunder,  waives any objection
     to venue  therein or any defense  based on forum non  conveniens or similar
     theories  and agrees  that  service of process  may be effected in any such
     action, suit or proceeding by notice given in accordance with Paragraph 19.

21.  Validity.  If any  provision of this  Agreement or the  application  of any
     provision   hereof  to  any  person  or   circumstance   is  held  invalid,
     unenforceable or otherwise illegal by any court of competent  jurisdiction,
     the remainder of this  Agreement and the  application  of such provision to
     any other person or circumstance will not be affected, and the provision so
     held to be invalid,  unenforceable or otherwise illegal will be reformed to
     the extent, and only to the extent, necessary to make it enforceable, valid
     or legal.

22.  Miscellaneous.  No provision of this  Agreement may be waived,  modified or
     discharged  unless such waiver,  modification  or discharge is agreed to in
     writing signed by Indemnitee and the Corporation. No waiver by either party
     hereto at any time of any breach by the other  party  hereto or  compliance
     with any  condition or provision of this  Agreement to be performed by such
     other party will be deemed a waiver of similar or dissimilar  provisions or
     conditions at the same or at any prior or subsequent time. No agreements or
     representations,  oral or  otherwise,  expressed or implied with respect to
     the subject  matter  hereof have been made by either party that are not set
     forth  expressly  in  this  Agreement.  References  to  Paragraphs  are  to
     Paragraphs of this Agreement.

23.  Counterparts.  This Agreement may be executed in one or more  counterparts,
     each of which will be deemed to be an  original  but all of which  together
     will constitute one and the same agreement.

24.  Amendments.   No   amendment,   waiver,   modification,   termination,   or
     cancellation of this Agreement shall be effective  unless in writing signed
     by both parties hereto.


<PAGE>

25.  Cooperation  and Interest.  The  Corporation  shall cooperate in good faith
     with the  Indemnitee and use its best efforts to ensure that the Indemnitee
     is  indemnified  and/or  reimbursed  for  liabilities   described  in  this
     Agreement to the fullest extent permitted by law.

26.  Legal  Fees and  Expenses.  It is the  intent of the  Corporation  that the
     Indemnitee  not be  required  to incur  legal  fees  and or other  Expenses
     associated with the interpretation,  enforcement or defense of Indemnitee's
     rights under this Agreement by litigation or otherwise because the cost and
     expense thereof would  substantially  detract from the benefits intended to
     be extended to the Indemnitee hereunder.  Accordingly, without limiting the
     generality or effect of any other provision hereof, (i) if it should appear
     to the Indemnitee that the Corporation has failed to comply with any of its
     obligations under this Agreement or that an action should be brought in the
     nature of a  declaratory  judgment to  determine  the rights of the parties
     hereto, or (ii) in the event that the Corporation or any other person takes
     or  threatens  to  take  any  action  to  declare  this  Agreement  void or
     unenforceable,  or institutes  any litigation or other action or proceeding
     designed to deny, or to recover from, the Indemnitee the benefits  provided
     or intended to be provided to the  Indemnitee  hereunder,  the  Corporation
     irrevocably  authorizes the Indemnitee  from time to time to retain counsel
     of  Indemnitee's  choice,  at the expense of the  Corporation  as hereafter
     provided,  to advise and  represent the  Indemnitee in connection  with any
     such interpretation,  enforcement or defense,  including without limitation
     the initiation or defense of any litigation or other legal action,  whether
     by or against the  Corporation  or any director,  officer,  stockholder  or
     other person affiliated with the Corporation.  Notwithstanding any existing
     or prior  attorney-client  relationship  between the  Corporation  and such
     counsel, the Corporation  irrevocably consents to the Indemnitee's entering
     into  an  attorney-client  relationship  with  such  counsel,  and in  that
     connection the  Corporation  and the  Indemnitee  agree that a confidential
     relationship  shall exist between the Indemnitee and such counsel.  Without
     respect  to  whether  the  Indemnitee  prevails,  in whole  or in part,  in
     connection  with  any of the  foregoing,  the  Corporation  will pay and be
     solely financially  responsible for any and all attorneys' and related fees
     and  expenses  incurred by the  Indemnitee  in  connection  with any of the
     foregoing.

27.  Certain  Interpretive  Matters.  No  provision  of this  Agreement  will be
     interpreted in favor of, or against, either of the parties hereto by reason
     of the extent to which either such party or its counsel participated in the
     drafting  thereof or by reason of the extent to which any such provision is
     inconsistent with any prior draft hereof or thereof

28.  Effective  Date.  The  provisions  of this  Agreement  shall cover  Claims,
     whether now pending or hereafter  commenced,  and shall be  retroactive  to
     cover acts or omissions or alleged acts or omissions which  heretofore have
     taken place.


<PAGE>

     IN WITNESS WHEREOF,  Indemnitee has executed and the Corporation has caused
its duly  authorized  representative  to execute  this  Agreement as of the date
first above written.

Attest:                                     Volt Information Sciences, Inc.


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


                                    --------------------------------------------
                                                  Indemnitee