faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the bestinterests of the Company; provided, however, if applicable law so provides, no indemnificationagainst such Expenses shall be made in respect of any claim, issue or matter in such Proceeding asto which Indemnitee shall have been adjudged to be liable to the Company unless and to the extentthat the Court of Chancery of the State of Delaware shall determine that such indemnification maybe made.               (c) 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 reasonof his Corporate Status, a party to and is successful, on the merits or otherwise, in anyProceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amendedfrom time to time, against all Expenses actually and reasonably incurred by him or on his behalf inconnection 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 suchProceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonablyincurred by him or on his behalf in connection with each successfully resolved claim, issue ormatter. For purposes of this Section and without limitation, the termination of any claim, issueor matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be asuccessful result as to such claim, issue or matter.          2. Contribution; Investor Indemnity.               (a) Whether or not the indemnification provided in Section 1 hereof is available, inrespect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be ifjoined in such Proceeding), the Company shall pay, in the first instance, the entire amount of anyjudgment or settlement of such Proceeding without requiring Indemnitee to contribute to suchpayment and the Company hereby waives and relinquishes any right of contribution it may haveagainst Indemnitee. The Company shall not enter into any settlement of any Proceeding in which theCompany is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless suchsettlement provides for a full and final release of all claims asserted against Indemnitee.               (b) Without diminishing or impairing the obligations of the Company set forth in the precedingsubparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portionof any judgment or settlement in any Proceeding in which the Company is jointly liable withIndemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amountof Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred andpaid or payable by Indemnitee in proportion to the relative benefits received by the Company andall officers, directors or employees of the Company, other than Indemnitee, who are jointly liablewith Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on theother hand, from the transaction from which such Proceeding arose; provided, however, that theproportion determined on the basis of relative benefit may, to the extent necessary to conform tolaw, be further adjusted by reference to the relative fault of the Company and all officers,directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee(or would be if joined in Proceeding), on the one hand, and Indemnitee, on the other hand, inconnection with the events that resulted in such expenses, judgments, fines or settlement amounts,as well as any other equitable considerations
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which the Law may require to be considered. The relative fault of the Company and allofficers, directors or employees of the Company, other than Indemnitee, who are jointly liable withIndemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on theother hand, shall be determined by reference to, among other things, the degree to which theiractions were motivated by intent to gain personal profit or advantage, the degree to which theirliability is primary or secondary and the degree to which their conduct is active or passive.               (c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claimsof contribution which may be brought by officers, directors or employees of the Company, other thanIndemnitee, who may be jointly liable with Indemnitee.               (d) To the fullest extent permissible under applicable law, if the indemnification providedfor in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieuof indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether forjudgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or forExpenses, in connection with any claim relating to an indemnifiable event under this Agreement, insuch proportion as is deemed fair and reasonable in light of all of the circumstances of suchProceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee asa result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) therelative fault of the Company (and its directors, officers, employees and agents) and Indemnitee inconnection with such event(s) and/or transaction(s).               (e) If applicable, the Company acknowledges and agrees that as between the Company and theInvestors, the Company shall be primarily liable to Indemnitee as set forth in this Agreement forany indemnification claim (including, without limitation, any claim for advancement of Expenses) byIndemnitee in respect of any Proceeding. In the event the Investors are liable to any extent toIndemnitee for any indemnification claim (including, without limitation, any claim for advancementof Expenses) as a result of any Proceeding (for example, by virtue of indemnification rightsprovided by the Investors to Indemnitee in respect of Indemnitee’s service on the Board at therequest of the Investors), the Company shall pay, in the first instance, the entire amount of anysuch indemnification claim (including, without limitation, any claim for advancement of Expenses)without requiring the Investors to contribute to such payment and the Company hereby waives andrelinquishes any right of contribution, subrogation or any other right of recovery of any kind itmay have against the Investors in respect thereof. In addition, if, for any reason, the Investorsshall elect or be required to pay all or any portion of any such indemnification claim (including,without limitation, any claim for advancement of Expenses), the Company agrees to indemnify andhold harmless the Investors for all such amounts paid by Investors.          3. Indemnification for Expenses of a Witness. Notwithstanding any other provision ofthis Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, oris made (or asked to) respond to discovery requests, in any Proceeding to which Indemnitee is not aparty, he shall be indemnified against all Expenses actually and reasonably incurred by him or onhis behalf in connection therewith. Notwithstanding the foregoing, any failure of Indemnitee toprovide such a request to the Company, or to provide such a request in a timely fashion, shall notrelieve the Company of any liability that it may have to Indemnitee
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unless, and to the extent that, such failure actually and materially prejudices the interestsof the Company.          4. Advancement of Expenses. Notwithstanding any other provision of this Agreement,the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection withany Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receiptby the Company of a statement or statements from Indemnitee requesting such advance or advancesfrom time to time, whether prior to or after final disposition of such Proceeding. Such statementor statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or bepreceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expensesadvanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnifiedagainst such Expenses. Any advances and undertakings to repay pursuant to this Section 4shall be unsecured and interest free.          5. Procedures and Presumptions for Determination of Entitlement to Indemnification.It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are asfavorable as may be permitted under the Delaware General Corporation Law and public policy of theState of Delaware. Accordingly, the parties agree that the following procedures and presumptionsshall apply in the event of any question as to whether Indemnitee is entitled to indemnificationunder this Agreement:               (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company awritten request, including therein or therewith such documentation and information as is reasonablyavailable to Indemnitee and is reasonably necessary to determine whether and to what extentIndemnitee is entitled to indemnification. The General Counsel of the Company shall, promptly uponreceipt of such a request for indemnification, advise the Board in writing that Indemnitee hasrequested indemnification.               (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence ofSection 5(a) hereof, a determination, if required by applicable law, with respect toIndemnitee’s entitlement thereto shall be made in the specific case by one of the following fourmethods, which shall be at the election of the Board: (1) by a majority vote of the DisinterestedDirectors, even though less than a quorum, (2) by a committee of Disinterested Directors designatedby a majority vote of the Disinterested Directors, even though less than a quorum, (3) if there areno Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel (ashereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to theIndemnitee, or (4) if so directed by the Board, by the stockholders of the Company holding amajority of the outstanding voting stock of the Company.               (c) If the determination of entitlement to indemnification is to be made by IndependentCounsel pursuant to Section 5(b) hereof, the Independent Counsel shall be selected asprovided in this Section 5(c). The Independent Counsel shall be selected by the Board.Indemnitee may, within 10 days after such written notice of selection shall have been given,deliver to the Company, as the case may be, a written objection to such selection; provided,however, that such objection may be asserted only on the ground that the Independent Counsel soselected does not meet the requirements of “**Independent Counsel**” as defined in Section 12of this Agreement, and the objection shall set forth with particularity the factual basis
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of such assertion. Absent a proper and timely objection, the person so selected shall act asIndependent Counsel. If a written objection is made and substantiated, the Independent Counselselected may not serve as Independent Counsel unless and until such objection is withdrawn or acourt has determined that such objection is without merit. If, within 20 days after submission byIndemnitee of a written request for indemnification pursuant to Section 5(a) hereof, noIndependent Counsel shall have been selected and not objected to, either the Company or Indemniteemay petition the Court of Chancery of the State of Delaware or other court of competentjurisdiction for resolution of any objection which shall have been made by the Indemnitee to theCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of aperson selected by the court or by such other person as the court shall designate, and the personwith respect to whom all objections are so resolved or the person so appointed shall act asIndependent Counsel under Section 5(b) hereof. The Company shall pay any and allreasonable fees and expenses of Independent Counsel incurred by such Independent Counsel inconnection with acting pursuant to Section 5(b) hereof, and the Company shall pay allreasonable fees and expenses incident to the procedures of this Section 5(c), regardless ofthe manner in which such Independent Counsel was selected or appointed.               (d) In making a determination with respect to entitlement to indemnification hereunder, theperson or persons or entity making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement. Anyone seeking to overcome this presumption shall have theburden of proof and the burden of persuasion by clear and convincing evidence. Neither the failureof the Company (including by its directors or independent legal counsel) to have made adetermination prior to the commencement of any action pursuant to this Agreement thatindemnification is proper in the circumstances because Indemnitee has met the applicable standardof conduct, nor an actual determination by the Company (including by its directors or independentlegal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defenseto the action or create a presumption that Indemnitee has not met the applicable standard ofconduct.               (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based onthe records or books of account of the Enterprise (as hereinafter defined), including financialstatements, or on information supplied to Indemnitee by the officers of the Enterprise in thecourse of their duties, or on the advice of legal counsel for the Enterprise or on information orrecords given or reports made to the Enterprise by an independent certified public accountant or byan appraiser or other expert selected with reasonable care by the Enterprise. In addition, theknowledge and/or actions, or failure to act, of any director, officer, agent or employee of theEnterprise shall not be imputed to Indemnitee for purposes of determining the right toindemnification under this Agreement. Whether or not the foregoing provisions of this Section5(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted ingood faith and in a manner he reasonably believed to be in or not opposed to the best interests ofthe Company. Anyone seeking to overcome this presumption shall have the burden of proof and theburden of persuasion by clear and convincing evidence.               (f) If the person, persons or entity empowered or selected under Section 5 todetermine whether Indemnitee is entitled to indemnification shall not have made a determinationwithin sixty (60) days after receipt by the Company of the request therefor, the requisitedetermination of entitlement to indemnification shall be deemed to have been made and
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Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemniteeof a material fact, or an omission of a material fact necessary to make Indemnitee’s statement notmaterially misleading, in connection with the request for indemnification, or (ii) a prohibition ofsuch indemnification under applicable law; provided, however, that such 60-day period may beextended for a reasonable time, not to exceed an additional thirty (30) days, if the person,persons or entity making such determination with respect to entitlement to indemnification in goodfaith requires such additional time to obtain or evaluate documentation and/or information relatingthereto; and provided, further, that the foregoing provisions of this Section 5(f) shallnot apply if the determination of entitlement to indemnification is to be made by the stockholderspursuant to Section 5(b) of this Agreement and if (A) within fifteen (15) days afterreceipt by the Company of the request for such determination, the Board or the DisinterestedDirectors, if appropriate, resolve to submit such determination to the stockholders for theirconsideration at an annual meeting thereof to be held within seventy-five (75) days after suchreceipt and such determination is made thereat, or (B) a special meeting of stockholders is calledwithin fifteen (15) days after such receipt for the purpose of making such determination, suchmeeting is held for such purpose within sixty (60) days after having been so called and suchdetermination is made thereat.               (g) Indemnitee shall cooperate with the person, persons or entity making such determinationwith 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 notprivileged or otherwise protected from disclosure and which is reasonably available to Indemniteeand reasonably necessary to such determination. Any Independent Counsel, member of the Board orstockholder of the Company shall act reasonably and in good faith in making a determinationregarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs orexpenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in socooperating with the person, persons or entity making such determination shall be borne by theCompany (irrespective of the determination as to Indemnitee’s entitlement to indemnification) andthe Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.               (h) The Company acknowledges that a settlement or other disposition short of final judgmentmay be successful if it permits a party to avoid expense, delay, distraction, disruption anduncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in anymanner other than by adverse judgment against Indemnitee (including, without limitation, settlementof such Proceeding with or without payment of money or other consideration) it shall be presumedthat Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seekingto overcome this presumption shall have the burden of proof and the burden of persuasion by clearand convincing evidence.               (i) 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 ofIndemnitee to indemnification or create a presumption that Indemnitee did not act in good faith andin a manner which he reasonably believed to be in or not opposed to the best interests of theCompany or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause tobelieve that his conduct was unlawful.
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          6. Remedies of Indemnitee.               (a) In the event that (i) a determination is made pursuant to Section 5 of thisAgreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancementof Expenses is not timely made pursuant to Section 4 of this Agreement, (iii) nodetermination of entitlement to indemnification is made pursuant to Section 5(b) of thisAgreement within 90 days after receipt by the Company of the request for indemnification, (iv)payment of indemnification is not made pursuant to this Agreement within ten (10) days afterreceipt by the Company of a written request therefor or (v) payment of indemnification is not madewithin ten (10) days after a determination has been made that Indemnitee is entitled toindemnification or such determination is deemed to have been made pursuant to Section 5 ofthis Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of theState of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement tosuch indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180days following the date on which Indemnitee first has the right to commence such proceedingpursuant to this Section 6(a). The Company shall not oppose Indemnitee’s right to seek anysuch adjudication.               (b) In the event that a determination shall have been made pursuant to Section 5(b) ofthis Agreement that Indemnitee is not entitled to indemnification, any judicial proceedingcommenced pursuant to this Section 6 shall be conducted in all respects as a de novo trialon the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination underSection 5(b).               (c) If a determination shall have been made pursuant to Section 5(b) of this Agreementthat Indemnitee is entitled to indemnification, the Company shall be bound by such determination inany judicial proceeding commenced pursuant to this Section 6, absent (i) a misstatement byIndemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’smisstatement not materially misleading in connection with the application for indemnification, or(ii) a prohibition of such indemnification under applicable law.               (d) In the event that Indemnitee, pursuant to this Section 6, seeks a judicialadjudication of his rights under, or to recover damages for breach of, this Agreement, or torecover under any directors’ and officers’ liability insurance policies maintained by the Company,the Company shall pay on his behalf, in advance, any and all expenses (of the types described inthe definition of Expenses in Section 12 of this Agreement) actually and reasonablyincurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately isdetermined to be entitled to such indemnification, advancement of expenses or insurance recovery.               (e) The Company shall be precluded from asserting in any judicial proceeding commencedpursuant to this Section 6 that the procedures and presumptions of this Agreement are notvalid, binding and enforceable and shall stipulate in any such court that the Company is bound byall the provisions of this Agreement. The Company shall indemnify Indemnitee against any and allExpenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Companyof a written request therefor) advance, to the extent not prohibited by law, such expenses toIndemnitee, which are incurred by Indemnitee in connection
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with any action brought by Indemnitee for indemnification or advance of Expenses from theCompany under this Agreement or under any directors’ and officers’ liability insurance policiesmaintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitledto such indemnification, advancement of Expenses or insurance recovery, as the case may be.               (f) Notwithstanding anything in this Agreement to the contrary, no determination as toentitlement to indemnification under this Agreement shall be required to be made prior to the finaldisposition of the Proceeding.          7. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.               (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusiveof any other rights to which Indemnitee may at any time be entitled under applicable law, thecertificate of incorporation of the Company, the Bylaws of the Company, any agreement, a vote ofthe stockholders of the Company, a resolution of the Board or otherwise. No amendment, alterationor repeal of this Agreement or of any provision hereof shall limit or restrict any right ofIndemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in hisCorporate Status prior to such amendment, alteration or repeal. To the extent that a change in theDelaware General Corporation Law, whether by statute or judicial decision, permits greaterindemnification than would be afforded currently under the Certificate of Incorporation and Bylawsof the Company and this Agreement, it is the intent of the parties hereto that Indemnitee shallenjoy by this Agreement the greater benefits so afforded by such change. No right or remedy hereinconferred is intended to be exclusive of any other right or remedy, and every other right andremedy shall be cumulative and in addition to every other right and remedy given hereunder or nowor hereafter existing at law or in equity or otherwise. The assertion or employment of any rightor remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of anyother right or remedy.               (b) The Company maintains an insurance policy providing liability insurance for its directorsand officers (the “**D&O Policy**”). Indemnitee shall be added as an additional insured under the D&OPolicy promptly after the date hereof, and the Company shall continue to maintain in effect apolicy or policies of directors’ and officers’ insurance covering Indemnitee on terms andconditions (including, without limitation, coverage amounts and scope) that are at least asfavorable to Indemnitee as the terms and conditions of the Company’s current D&O Policy for so longas Indemnitee serves as a director, officer, employee, agent or fiduciary of the Company or of anyother corporation, partnership, joint venture, trust, employee benefit plan or other enterprisethat Indemnitee serves on at the request of the Company. At the time of the receipt of a notice ofa claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement ofsuch proceeding to its insurers in accordance with the procedures set forth in the respectivepolicies. The Company shall thereafter take all necessary or desirable action to cause suchinsurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding inaccordance with the terms of such policies.               (c) In the event of any payment under this Agreement, except as set forth in Section2(e) above, the Company shall be subrogated to the extent of such payment to all of the rightsof recovery of Indemnitee, who shall execute all papers required and take all action
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necessary to secure such rights, including execution of such documents as are necessary toenable the Company to bring suit to enforce such rights.               (d) Except as otherwise set forth in Section 2(e) above, the Company shall not beliable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if andto the extent that Indemnitee has otherwise actually received such payment under any insurancepolicy, contract, agreement or otherwise.               (e) Except as otherwise set forth in Section 2(e) above, the Company’s obligation toindemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of theCompany as a director, officer, employee or agent of any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemniteehas actually received as indemnification or advancement of expenses from such other corporation,partnership, joint venture, trust, employee benefit plan or other enterprise.          8. Exception to Right of Indemnification. Notwithstanding any provision in thisAgreement (but subject to Section 2(e) above), the Company shall not be obligated underthis Agreement to make any indemnity in connection with any claim made against Indemnitee:               (a) for which payment has actually been made to or on behalf of Indemnitee under any insurancepolicy or other indemnity provision, except with respect to any excess beyond the amount paid underany insurance policy or other indemnity provision; or               (b) for an accounting of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company within the meaning of Section 16(b) of theSecurities Exchange Act of 1934, as amended, or similar provisions of state statutory law or commonlaw; or               (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against theCompany or its directors, officers, employees or other indemnitees, unless (i) the Board authorizedthe Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company providesthe indemnification, in its sole discretion, pursuant to the powers vested in the Company underapplicable law.          9. Duration of Agreement. All agreements and obligations of the Company containedherein shall continue during the period Indemnitee is an officer or director of the Company (or isor was serving at the request of the Company as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise) and shall continue thereafterso long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced underSection 6 hereof) by reason of his Corporate Status, whether or not he is acting or servingin any such capacity at the time any liability or expense is incurred for which indemnification canbe provided under this Agreement. This Agreement shall be binding upon and inure to the benefit ofand be enforceable by the parties hereto and their respective successors (including any direct orindirect successor by purchase, merger, consolidation or otherwise to all or substantially all ofthe business or assets of the Company), assigns, spouses, heirs, executors and personal and legalrepresentatives.
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          10. Security. To the extent requested by Indemnitee and approved by the Board, theCompany may at any time and from time to time provide security to Indemnitee for the Company’sobligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.Any such security, once provided to Indemnitee, may not be revoked or released without the priorwritten consent of the Indemnitee.          11. Enforcement.               (a) The Company expressly confirms and agrees that it has entered into this Agreement andassumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officeror director of the Company, and the Company acknowledges that Indemnitee is relying upon thisAgreement in serving as an officer or director of the Company.               (b) This Agreement constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings, oral, written andimplied, between the parties hereto with respect to the subject matter hereof.          12. Definitions. For purposes of this Agreement:               (a) “**Corporate Status**” describes the status of a person who is or was a director, officer,employee, agent or fiduciary of the Company or of any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise that such person is or was serving at theexpress written request of the Company.               (b) “**Disinterested Director**” means a director of the Company who is not and was not a party tothe Proceeding in respect of which indemnification is sought by Indemnitee.               (c) “**Enterprise**” shall mean the Company and any other corporation, partnership, joint venture,trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the expresswritten request of the Company as a director, officer, employee, agent or fiduciary.               (d) “**Expenses**” shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees and all other disbursements orexpenses of the types customarily incurred in connection with prosecuting, defending, preparing toprosecute or defend, investigating, participating, or being or preparing to be a witness in aProceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.Expenses also shall include Expenses incurred in connection with any appeal resulting from anyProceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result ofthe actual or deemed receipt of any payments under this Agreement, including without limitation thepremium, security for, and other costs relating to any cost bond, supersede as bond, or otherappeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement byIndemnitee or the amount of judgments or fines against Indemnitee.
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               (e) “**Independent Counsel**” means a law firm, or a member of a law firm, that is experienced inmatters of corporation law and neither presently is, nor in the past five years has been, retainedto represent: (i) the Company or Indemnitee in any matter material to either such party (otherthan with respect to matters concerning Indemnitee under this Agreement, or of other indemniteesunder similar indemnification agreements), or (ii) any other party to the Proceeding giving rise toa claim for indemnification hereunder. Notwithstanding the foregoing, the term “IndependentCounsel” shall not include any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either the Company or Indemniteein an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay thereasonable fees of the Independent Counsel referred to above and to fully indemnify such counselagainst any and all Expenses, claims, liabilities and damages arising out of or relating to thisAgreement or its engagement pursuant hereto.               (f) “**Proceeding**” includes any threatened, pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any otheractual, threatened or completed proceeding, whether brought by or in the right of the Company orotherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, isor will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was anofficer or director of the Company, by reason of any action taken by him or of any inaction on hispart while acting as an officer or director of the Company, or by reason of the fact that he is orwas serving at the request of the Company as a director, officer, employee, agent or fiduciary ofanother corporation, partnership, joint venture, trust or other Enterprise; in each case whether ornot he is acting or serving in any such capacity at the time any liability or expense is incurredfor which indemnification can be provided under this Agreement; including one pending on or beforethe date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section6 of this Agreement to enforce his rights under this Agreement.          13. Severability. The invalidity of unenforceability of any provision hereof shall inno way affect the validity or enforceability of any other provision. Without limiting thegenerality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnificationrights to the fullest extent permitted by applicable laws. In the event any provision hereofconflicts with any applicable law, such provision shall be deemed modified, consistent with theaforementioned intent, to the extent necessary to resolve such conflict.          14. Modification and Waiver. No supplement, modification, termination or amendment ofthis Agreement shall be binding unless executed in writing by the parties hereto. No waiver of anyof the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.          15. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writingupon being served with or otherwise receiving any summons, citation, subpoena, complaint,indictment, information or other document relating to any Proceeding or matter which may be subjectto indemnification covered hereunder. The failure to so notify the Company shall not relieve theCompany of any obligation which it may have to Indemnitee
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under this Agreement or otherwise unless and only to the extent that such failure or delaymaterially prejudices the Company.          16. Notices. All notices and other communications given or made pursuant to thisAgreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery tothe party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent duringnormal business hours of the recipient, and if not so confirmed, then on the next business day, (c)five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier,specifying next day delivery, with written verification of receipt. All communications shall besent:         (a) To Indemnitee at:                                  Attention: _______________________           (b) To the Investors at (if applicable):                                  Attention: _______________________           (c) To the Company at:             PetDRx Corporation      215 Centerview Drive      Building Three, Suite 360      Brentwood, TN 37027      ATTN: General Counsel  or to such other address as may have been furnished by such party to the other parties hereto, asthe case may be.          17. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameAgreement. This Agreement may also be executed and delivered by facsimile signature and in two ormore counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument.
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          18. Headings. The headings of the paragraphs of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.          19. Governing Law. This Agreement and the legal relations among the parties shall begoverned by, and construed and enforced in accordance with, the laws of the State of Delaware,without regard to its conflict of laws rules.[Signatures on Following Page]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day andyear first above written.      **COMPANY:**