<PAGE>   1
                                                                    EXHIBIT 10.8

                               INDEMNITY AGREEMENT


         THIS INDEMNITY AGREEMENT made and entered into as of the 23rd day of
April, 1996 made by John Diebel, a resident of the State of California
("Diebel"), Steve Murdock, a resident of the State of California ("Murdock"),
Ron Ezra, a resident of the State of California ("Ezra"), Joseph A. Gordon, Jr.,
a resident of the State of California ("Gordon"; and together with Diebel,
Murdock and Ezra being sometimes hereinafter referred to individually as a
"Shareholder" and collectively as the "Shareholders") in favor of Churchill ESOP
Capital Partners, A Minnesota Limited Partnership ("CECP").

                                   WITNESSETH

         WHEREAS, prior to giving effect to the Transactions (each capitalized
term not otherwise defined herein being used herein as defined in the Purchase
Agreement hereinafter described), the Shareholders own beneficially and of
record all of the issued and outstanding shares of the existing common stock of
Meade Instruments Corp. (the "Company");

         WHEREAS, the Shareholders desire to consummate the Managing Group Stock
Sale and to cause the Company to consummate the other Transactions;

         WHEREAS, in connection with the consummation of the Transactions, the
Company and CECP have entered into a Securities Purchase Agreement dated as of
the date hereof (the "Purchase Agreement") pursuant to which CECP will purchase
1,000 shares of the Company's Series A Preferred Stock, no par value (the
"Preferred Stock") and Warrants permitting CECP to acquire 1,000,000 shares of
the Series A Common Stock;

         WHEREAS, CECP has required that the Shareholders enter into this
Agreement as a condition precedent to CECP's obligation to purchase the
Preferred Stock and the Warrants:

         WHEREAS, each Shareholder deems it in his best interest to enter into
this Agreement in order to induce CECP to purchase the Preferred Stock and the
Warrants.

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Shareholders,
intending to be legally bound unto CECP, agree with CECP as follows:

1. Personal Representations and Warranties. In order to induce CECP to purchase
the Preferred Stock and the Warrants, each Shareholder severally (and not
jointly and severally) represents and warrants (such representations and
warranties being such Shareholder's "Personal Representations and Warranties")
to CECP that:


<PAGE>   2
                  a. Residency; etc. Such Shareholder is a resident of
         California and has all requisite power and authority and full legal
         capacity to execute and deliver the Transaction Documents to which such
         Shareholder is a party.

                  b. Authorization; Approvals. The execution, delivery and
         performance by such Shareholder of the Transaction Documents to which
         such Shareholder is party do not conflict with or result in any breach
         of any provision of, or the creation of any Lien upon any of such
         Shareholder's property or require any consent, approval or filing
         pursuant to any law, regulation, order, judgment, writ, injunction,
         license, permit, agreement or instrument.

                  c. Enforceability. The execution and delivery by such
         Shareholder of the Transaction Documents to which such Shareholder is a
         party will result in legally binding obligations of such Shareholder
         enforceable against such Shareholder in accordance with the respective
         terms and provisions thereof, except to the extent that: (i) such
         enforceability is limited by applicable law, including bankruptcy,
         insolvency, reorganization, moratorium or other laws relating to or
         affecting generally the enforcement of creditors' rights; or (ii) the
         availability of the remedy of specific performance or injunctive or
         other equitable relief is subject to the discretion of the court before
         which any proceeding therefor may be brought.

                  d. Capital Structure. On the Closing Date, after giving effect
         to the Transactions and the exercise of the Warrants, the Company will
         have no outstanding capital stock other than 3,500,000 shares of Series
         A Common Stock, 1,500,000 shares of Series B Common Stock and 1,000
         shares of Preferred Stock, all of which will be owned as set forth in
         Schedule 4.4(a) to the Purchase Agreement and will be duly authorized,
         validly issued, fully paid and nonassessable. Except for the Warrants
         and the Series B Common Stock, the Company has no outstanding rights
         (either pre-emptive or other) or options to subscribe for or purchase
         from the Company and no warrants or other agreements providing for or
         requiring the issuance by the Company of, any capital stock or any
         securities convertible into or exchangeable for its capital stock.

                  e. Stock Ownership. On the Closing Date, after giving effect
         to the Transactions, such Shareholder (and, in the case of Diebel or
         Murdock, the Diebel Trust or the Murdock Trust, as the case may be)
         owns good title to the shares of Series A Common Stock of the Company
         described on Exhibit A to the Shareholder Agreement free and clear of
         all liens, proxies, encumbrances, security interests, contractual
         rights or any other known claims of any kind whatsoever except for
         those imposed by the Shareholder Agreement.

                  f. Brokerage. There are no claims for brokerage commissions,
         finders' fees or similar compensation in connection with the
         Transactions based on any arrangement or agreement made by or on behalf
         of such Shareholder.


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<PAGE>   3
                  g. Incorporation of Shareholder's Representations and
         Warranties in Related Agreements. The representations and warranties
         made by such Shareholder in Section 3(a)(i) and Section 3(a)(ii) of the
         ESOP Purchase Agreement to which such Shareholder is a party are true
         and correct in all material respects as of the date hereof with the
         same force and effect as though made on and as of the date hereof, and
         such representations and warranties are hereby confirmed to CECP and
         made as part of the Personal Representations and Warranties of such
         Shareholder hereunder as fully as if set forth herein.

                  h. Potential Conflicts of Interest. Except as set forth on
         Schedule 4.23 to the Purchase Agreement, neither such Shareholder nor
         any Affiliate of such Shareholder: (i) owns, directly or indirectly,
         any interest in (excepting not more than 1% stock holdings for
         investment purposes in securities of publicly held and traded
         companies) or is an officer, director, employee or consultant of any
         Person which is a competitor, lessor, lessee, customer or supplier of
         the Company; (ii) owns, directly or indirectly, in whole or in part,
         any tangible or intangible property which the Company is using or the
         use of which is necessary for the business of the Company; or (iii) has
         any cause of action or other claim whatsoever against, or owes any
         amount to, the Company, except for claims in the ordinary course of
         business, such as for accrued vacation pay, accrued benefits under
         employee benefit plans and similar matters and agreements.

                  i. Survival. The Personal Representations and Warranties shall
         survive the Closing Date and the consummation of the Transactions,
         subject to the limitations set forth in Section 3 hereof.

2.       Joint and Several Representations and Warranties. In order to induce 
CECP to purchase the Preferred Stock and the Warrants, the Shareholders jointly
and severally represent and warrant (such representations and warranties being
the "Joint and Several Representations and Warranties") to CECP that:

                  a. Incorporation of the Company's Representations and
         Warranties in Purchase Agreement. All representations and warranties
         made by the Company in the Purchase Agreement are true and correct in
         all material respects as of the date hereof with the same force and
         effect as though made on and as of the date hereof, and such
         representations and warranties are hereby confirmed to CECP and made
         the Joint and Several Representations and Warranties of the
         Shareholders hereunder as fully as if set forth herein as being made by
         the Shareholders; provided, however, that the Joint and Several
         Representations and Warranties, other than those constituting Major
         Joint and Several Representations and Warranties described in
         subsection b. below, are, in and every case, qualified as being made
         only to the best of the Shareholders' Knowledge thereof.

                  b. Major Joint and Several Representations and Warranties. The
         Joint and


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<PAGE>   4
         Several Representations and Warranties made by the Company in Section
         4.6(a)(i) and (ii), Section 4.6(b), Section 4.6(c), Section 4.13,
         Section 4.14, Section 4.19, Section 4.22(a) and/or Section 4.28(b) of
         the Purchase Agreement are sometimes hereinafter referred to as the
         "Major Joint and Several Representations and Warranties") and are not
         qualified as being made only to the best of the Shareholders' Knowledge
         thereof.

                  c. Knowledge. For purposes of this Agreement, "Shareholders'
         Knowledge" shall mean only the present actual knowledge of any
         Shareholder.

                  d. Survival. The Joint and Several Representations and
         Warranties shall survive the Closing Date and the consummation of the
         Transactions, subject to the limitations set forth in Section 3 hereof.

3.       Indemnification.

                  a. Several Shareholder Indemnity. Subject to the limitation on
         the time period during which CECP must assert a claim for
         indemnification set forth in subsection c. below and to the limitation
         on a Shareholder's Maximum Liability for claims for indemnification set
         forth in subsection g. below, each Shareholder shall severally (and not
         jointly and severally) indemnify CECP and hold it harmless against any
         Loss which CECP suffers, sustains or becomes subject to as a result of
         any breach by such Shareholder of his Personal Representations and
         Warranties or any breach by such Shareholder of his duties,
         obligations, covenants and agreements under the Shareholder Agreement
         (any such Losses collectively being the "Individual Losses" and any
         such Loss individually being an "Individual Loss"); provided, however,
         that CECP shall not be entitled to seek indemnification from any
         Shareholder until the aggregate amount of the Individual Losses
         sustained by CECP as a result of any breach by such Shareholder of his
         Personal Representations and Warranties or any breach by such
         Shareholder of his duties, obligations, covenants and agreements under
         the Shareholder Agreement exceeds $125,000, in which case CECP shall be
         entitled to indemnification against all such Losses relating back to
         the first dollar for: (A) 50% of the first $62,500 of all Individual
         Losses; and (B) 100% of all Individual Losses in excess of $62,500.

                  b. Joint and Several Shareholder Indemnity. Subject to the
         limitation on the time period during which CECP must assert a claim for
         indemnification set forth in subsection c. below and to the limitation
         on a Shareholder's Maximum Liability for claims for indemnification set
         forth in subsection g. below, the Shareholders shall jointly and
         severally indemnify CECP and hold it harmless against any Losses which
         CECP suffers, sustains or becomes subject to as a result of any breach
         of the Joint and Several Representations and Warranties including,
         without limitation, the Major Joint and Several Representations and
         Warranties (any such Losses collectively being the "Joint and Several
         Losses" or any such Loss individually being a "Joint and Several
         Loss"); provided, however, that:


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<PAGE>   5
                           i.   except for those Joint and Several Losses which
                  result from a breach of a Major Representation and Warranty
                  where no Shareholder had Knowledge of such breach on the
                  Closing Date as to which CECP may only seek indemnification if
                  the threshold specified in subsection ii. is satisfied, CECP
                  shall not be entitled to seek indemnification for any Joint
                  and Several Loss until the aggregate amount of Joint and
                  Several Losses is at least $500,000 in which case CECP shall
                  be entitled to indemnification relating back to the first
                  dollar for: (A) 50% of the first $500,000 of all Joint and
                  Several Losses; and (B) 100% of all Joint and Several Losses
                  in excess of $500,000; or

                           ii.  with respect to any Joint and Several Loss
                  resulting from a breach of a Major Representation and Warranty
                  where no Shareholder had Knowledge of such breach on the
                  Closing Date, CECP shall not be entitled to seek
                  indemnification for any such Joint and Several Loss described
                  in this subsection ii. until the aggregate amount of such
                  Joint and Several Losses is at least $2,000,000 in which case
                  CECP shall be entitled to indemnification relating back to the
                  first dollar for: (A) 50% of the first $2,000,000 of such
                  Joint and Several Losses; and (B) 100% of all such Joint and
                  Several Losses in excess of $2,000,000.

                  c.       Notice of Claim. No Shareholder shall be liable for
         any claim for indemnification under subsections a. or b. above unless
         written notice specifying in reasonable detail the nature of the claim
         for indemnification is delivered by CECP to the applicable Shareholder
         prior to:

                           i.   the second anniversary of the Closing Date with
                  respect to claims for indemnification arising from a breach of
                  either a Personal Representation and Warranty or a Joint and
                  Several Representation and Warranty (other than a Major Joint
                  and Several Representation and Warranty);

                           ii.  the third anniversary of the Closing Date with
                  respect to claims for indemnification arising from a breach of
                  a Major Joint and Several Representation and Warranty; or

                           iii. the expiration of the applicable statute of
                  limitations with respect to claims for indemnification arising
                  from any breach by any Shareholder of any of his duties,
                  obligations, covenants and agreements under the Shareholder
                  Agreement.

                  d.       Third Party Claims.

                           i.   Promptly after the assertion by any third party 
                  of any claim (a "Third Party Claim") against CECP that results
                  or may result in the incurrence


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<PAGE>   6
                  by CECP of any Loss for which CECP would be entitled to
                  indemnification pursuant to this Agreement, CECP shall
                  promptly notify each Shareholder of such Third Party Claim;
                  provided, however, that the failure of CECP to give such
                  notice promptly shall not relieve the non-notified Shareholder
                  of any liability under this Agreement unless such failure
                  prevents such Shareholder from effectively defending CECP
                  against such Third Party Claim.

                           ii.      If, within 30 days after CECP has given
                  notice of the Third Party Claim in accordance with subsection
                  i. above, one or more of the Shareholders obligated to
                  indemnify CECP against any Loss from such Third Party Claim
                  notifies CECP in writing that such Shareholder (the
                  "Indemnifying Shareholder(s)") will indemnify CECP from and
                  against the Loss which CECP may suffer resulting from, arising
                  out of, relating to, in the nature of, or caused by the Third
                  Party Claim to the extent required by this Agreement, then
                  such Indemnifying Shareholders will have the right to defend
                  CECP against the Third Party Claim with counsel (which is
                  reasonably satisfactory to CECP) selected by the relevant
                  Indemnifying Shareholder with respect to any claim for
                  indemnification against any Individual Loss or jointly by the
                  Indemnifying Shareholders with respect to any claim for
                  indemnification against any Joint and Several Loss and, in
                  either case, so long as:

                                    A. the Third Party Claim involves only money
                           damages and does not seek an injunction or other
                           equitable relief;

                                    B. settlement of, or an adverse judgment
                           with respect to, the Third Party Claim is not, in the
                           good faith judgment of CECP, likely to establish a
                           precedential custom or practice materially adverse to
                           the continuing business interests of CECP;

                                    C. the Indemnifying Shareholders conduct the
                           defense of the Third Party Claim actively and
                           diligently;

                                    D. counsel employed by the Indemnifying
                           Shareholders on behalf of CECP is reasonably
                           satisfactory to CECP and no conflict of interest has
                           arisen which would prevent counsel for the
                           Indemnifying Shareholders from also representing CECP
                           because the defendants in any action include both
                           CECP and any Indemnifying Shareholder;

                                    E. no conflict of interest or other conflict
                           or disagreement has arisen between or among the
                           Shareholders which CECP determines, in its reasonable
                           business judgment, could impair CECP's defense of
                           such Third Party Claim;


                                        6

<PAGE>   7
                                    F. the Indemnifying Shareholders have posted
                           any bond reasonably requested by CECP to secure the
                           Shareholders' indemnification obligations hereunder
                           with respect to such Loss; and/or

                                    G. no Shareholder will consent to the entry
                           of any judgment or enter into any settlement with
                           respect to the Third Party Claim without the prior
                           written consent of CECP (not to be withheld
                           unreasonably).

                  In the event any of the conditions of this subsection ii. is
                  or becomes unsatisfied, CECP may defend against, and consent
                  to the entry of any judgment or enter into any settlement with
                  respect to, the Third Party claim in any manner it may
                  reasonably deem appropriate (and CECP need not consult with,
                  or obtain any consent from, any Shareholder in connection
                  therewith) and the Shareholders obligated to indemnify CECP
                  under this Agreement will reimburse CECP promptly and
                  periodically for the costs of defending against the Third
                  Party Claim (including reasonable attorneys' fees and
                  expenses); and (xvii) such Shareholders will remain
                  responsible for any Loss which CECP may suffer resulting from,
                  arising out of, relating to, in the nature of, or caused by
                  the Third Party Claim to the fullest extent provided for and
                  required by this Agreement.

                           iii. So long as the Indemnifying Shareholders are
                  conducting the defense of the Third Party Claim in accordance
                  with subsection ii. above, CECP: A. may retain separate
                  co-counsel at its sole cost and expense and participate in the
                  defense of the Third Party Claim; B. will not consent to the
                  entry of any judgment or enter into any settlement with
                  respect to the Third Party Claim without the prior written
                  consent of the relevant Indemnifying Shareholder with respect
                  to any claim for indemnification against any Individual Loss
                  or of all of the Indemnifying Shareholders with respect to any
                  claim for indemnification against any Joint and Several Loss
                  (in either case, not to be withheld unreasonably).

                  e.       Co-operation. From time to time, as and when
         requested by any party hereto and at such party's expense, any other
         party shall execute and deliver, or cause to be executed and delivered,
         all such documents and instruments and shall take, or cause to be
         taken, all such further or other actions as such other party may
         reasonably deem necessary or desirable to evidence and effectuate the
         transactions contemplated by this Agreement.

                  f.       Certain Company Settlements. During any period when
         CECP is exercising its rights under the Charter and the Purchase
         Agreement to designate the majority of the Company's directors after
         the occurrence of a Specified Event of Non-Compliance, then CECP and 
         the Shareholders agree to the following with respect to any claim 
         then or thereafter asserted by or against the Company (a "Company 
         Claim") that


                                        7

<PAGE>   8
         may give rise to a Loss:

                           i.  CECP shall promptly notify each Shareholder of 
                  any Company Claim first arising after CECP's designated
                  directors constitute a majority of the Company's board of
                  directors (such date being the "CECP Control Date"); provided,
                  however, that the failure of CECP to give such notice promptly
                  shall not relieve the Shareholders of any liability under this
                  Agreement; and

                           ii. CECP agrees that it will not consent to the entry
                  of any judgment or enter into any settlement on behalf of the
                  Company with respect to any Company Claim (regardless of
                  whether first asserted before or after the CECP Control Date)
                  that may give rise to a Loss without the prior written consent
                  of the "Majority Shareholders" (as defined in the Shareholder
                  Agreement), which consent is not to be withheld unreasonably;
                  provided, however, that the Shareholders' rights to withhold
                  consent are expressly conditioned upon each of the
                  Shareholders, within 10 days after CECP has notified the
                  Shareholders of CECP's intent to consent to the entry of a
                  judgment or to enter into such settlement: A. delivering an
                  agreement in writing to indemnify CECP against the Loss to the
                  extent required by this Agreement; and B. posting security
                  reasonably acceptable to CECP to secure the Shareholder's
                  indemnification obligations hereunder with respect to such
                  Loss; provided further, however, that the failure of any one
                  or more of the Shareholders to agree to indemnify CECP and/or
                  post security shall not affect the other Shareholders' rights
                  to consent to a settlement hereunder if the other Shareholders
                  agree to increase their respective indemnification obligations
                  and provide additional security by the amount necessary to
                  satisfy the conditions of subsections A. and B. above as if
                  all of the Shareholders had complied with such conditions. If
                  the Shareholders fail to satisfy the conditions to withholding
                  consent set forth in this subsection, then CECP may consent to
                  the entry of the relevant judgment or enter into the relevant
                  settlement without affecting any Shareholder's obligations
                  under this Agreement. Each Shareholder hereby agrees to be
                  bound by the acts of the Majority Shareholders with respect to
                  the granting or the withholding of the consent permitted by
                  this Section; provided, however, that nothing in this Section
                  affects the rights of the Shareholders among themselves.


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<PAGE>   9
                  g. Limitation of Liability. Notwithstanding anything to the
         contrary set forth in this Agreement, no Shareholder shall be liable
         for Losses that exceed the aggregate amount set forth in the following
         table for such Shareholder (such amount being such Shareholder's
         "Maximum Liability"):

<TABLE>
<CAPTION>
                     Shareholder                    Maximum Liability
                     -----------                    -----------------
                     <S>                            <C>          
                     Diebel                         $4,589,979.00
                     Murdock                        $2,744,987.00
                     Ezra                           $1,061,996.00
                     Gordon                         $  602,997.00.
</TABLE>

                  h. Settlements. CECP and each Shareholder reserve the right to
         settle any claim for indemnification against such Shareholder for any
         Joint and Several Loss without affecting CECP's rights against any
         other Shareholder so long as CECP agrees to indemnify such settling
         Shareholder against any claim made by any other Shareholder for
         contribution or indemnity for damages claimed by CECP against the
         non-settling Shareholders, whether such claim for contribution or
         indemnification by the non-settling Shareholders is alleged by reason
         of judgment, settlement or otherwise, but specifically excluding any
         claim by the non-settling Shareholders arising out of an express
         written indemnification or contribution agreement between the settling
         Shareholder and the non-settling Shareholder.

                  i. Loss. For purpose of this Agreement, "Loss(es)" shall mean
         any loss, liability, damage or expense (including reasonable legal and
         accounting fees and expenses) which CECP suffers, sustains or becomes
         subject to as a result of the described event.

5.       Miscellaneous

                  a. Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this subsection, may not be amended,
         modified or supplemented, and waivers or consents to departures from
         the provisions hereof may not be given, unless such amendment,
         modification, supplement, waiver or consent is approved in writing by
         CECP and the Indemnifying Shareholder with respect to any matter
         relating to such Shareholder's liability for CECP's Individual Losses
         or each Shareholder with respect to any matter relating to the
         Shareholders' liability for CECP's Joint and Several Losses

                  b. Notices. Any notice provided for in this Agreement will be
         in writing and will be deemed properly delivered if either personally
         delivered or sent by overnight courier or telecopier or mailed
         certified or registered mail, return receipt requested, postage
         prepaid, to the recipient at the address specified below:


                                        9

<PAGE>   10
                           i.       If to CECP, at CECP's address for notices
                  under the Shareholder Agreement; and

                           ii.      If to any Shareholder, at:

                           16542 Millikan Avenue
                           Irvine, CA 92714

         and thereafter at such other address, notice of which is given in
         accordance with the provisions of this subsection b. Any such notice
         shall be effective (A) if delivered personally or by telecopy, when
         received, (B) if sent by overnight courier, when receipted for, and (C)
         if mailed, three (3) days after being mailed as described above.

                  c.       Successors and Assigns. This Agreement shall bind and
         inure to the benefit of the parties hereto and their respective
         successors, assigns, heirs and personal representatives.

                  d.       Counterparts. This Agreement may be executed in two
         or more counterparts and by the parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which taken together shall constitute one and the
         same instrument.

                  e.       Headings.  The headings in this Agreement are for 
         convenience of reference only and shall not constitute a part of this
         Agreement, nor shall they affect their meaning, construction or effect.

                  f.       Governing Law. The validity, performance,
         construction and effect of this Agreement shall be governed by and
         construed in accordance with the internal laws of the State of
         Minnesota, without giving effect to any choice or conflict of law
         provision or rule that would cause the application of the domestic
         substantive laws of any other state.

                  g.       Severability.  In the event that any one or more of
         the provisions contained herein, or the application thereof in any
         circumstance, is held invalid, illegal or unenforceable, the validity,
         legality and enforceability of any such provision in every other
         respect and of the remaining provisions contained herein shall not be
         affected or impaired thereby.

                  h.       Effect of Third Party Awards or Tax Benefits. Without
         any party agreeing or admitting what the basis will be for calculating
         CECP's damages arising from any Loss, CECP and the Shareholders agree
         that, if the calculation of CECP's damages as based on a reduction in
         the value of the Company, then CECP's claim shall be adjusted pro rata
         based on CECP's interest in the Company for all Third Party Awards
         actually


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<PAGE>   11
         recovered by the Company and all Tax Benefits. As used herein, "Third
         Party Awards" shall mean any actual net recoveries by the Company from
         third parties (including, without limitation, from insurance and third
         party indemnifications) arising in connection with the any claim for a
         Loss for which Shareholder is also potentially liable. As used herein,
         "Tax Benefits" shall mean the then net present value to the Company of
         any permanent tax related loss, deduction or credits actually used by
         the Company or any of its subsidiaries (computed after taking into
         account any indemnification payment made, including taxes thereon) in
         connection with a Loss for which a Shareholder is also potentially
         liable.

                  i. Entire Agreement. This Agreement contains the entire
         agreement between the parties relating to the subject matter hereof and
         supersede all prior agreements and understandings with respect to such
         subject matter, and the parties hereto have made no agreements,
         representations or warranties relating to the subject matter of this
         Agreement which are not set forth herein.

                  j. CONSENT TO JURISDICTION. AT THE OPTION OF CECP, THIS
         AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT
         SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND EACH SHAREHOLDER
         CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY
         ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THAT
         ANY SHAREHOLDER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE
         UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM
         THE RELATIONSHIP CREATED BY THIS AGREEMENT, THEN CECP, AT ITS OPTION,
         SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
         JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
         ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
         PREJUDICE. EACH SHAREHOLDER CONSENTS THAT SERVICE OF PROCESS WITH
         RESPECT TO ANY SUCH COURTS IN AND OF THE STATE OF MINNESOTA MAY BE MADE
         BY REGISTERED MAIL TO HIM AT HIS ADDRESS FOR NOTICES HEREUNDER.

                  k. WAIVER OF JURY TRIAL. EACH SHAREHOLDER AND CECP HEREBY
         EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL IN ANY SUIT,
         ACTION OR PROCEEDING EXISTING UNDER OR RELATING TO THIS AGREEMENT.


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<PAGE>   12
                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




         IN WITNESS WHEREOF, the parties hereto have duly executed this
Indemnity Agreement as of the date set forth in the first paragraph hereof.


                            /s/ JOHN DIEBEL
                            -----------------------------------
                            John Diebel


                            /s/ STEVE MURDOCK
                            ----------------------------------- 
                            Steve Murdock


                            /s/ RON EZRA
                            ----------------------------------- 
                            Ron Ezra


                            /s/ JOSEPH A. GORDON, JR.
                            ----------------------------------- 
                            Joseph A. Gordon, Jr.

Accepted as of this 23rd day of April, 1996.

                            Churchill ESOP Capital Partners,
                                   A Minnesota Limited Partnership

                                      By: Churchill Capital Investment Partners,
                                           A Minnesota Limited Partnership
                                      Its: General Partner

                                             By: Churchill Capital, Inc.
                                             Its: General Partner

                                               By: /s/ ROBERT L. DAVIS
                                                   -----------------------------
                                                Its: Vice President
                                                     ---------------------------


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