Exhibit 10(i)

******INDEMNITY AGREEMENT**

                       ThisAgreement is made as of the 7th day of March 2007 by and betweenTAYLOR DEVICES, INC., a New York corporation having an office at 90 TaylorDrive, North Tonawanda, New York 14120-0748 (the "Corporation"), and JohnBurgess, an individual residing at 3 Hampton Hill Drive, Amherst, New York 14221("Indemnitee"), a director of the Corporation.

**                      WHEREAS**, it is essential to theCorporation to retain and attract as directors and officers the most capablepersons available; and

**                      WHEREAS**, it is the policy of theCorporation to indemnify its directors and officers so as to provide them withthe maximum possible protection permitted by law; and

**                      WHEREAS**, Section 722 of the BusinessCorporation Law of New York, under which the Corporation is organized, empowerscorporations to indemnify any person serving as a director, officer, employee oragent of the corporation and any person who serves at the request of thecorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, or other enterprise, and such Section 722specifies that the indemnification set forth therein shall not be deemedexclusive of any other rights to which those seeking indemnification may beentitled under any by-law, agreement, vote of shareholders or disinteresteddirectors or otherwise; and

**                      WHEREAS**, in order to serve, Indemniteedesires indemnification to the extent of the maximum protection permitted bylaw.

**                       NOW,THEREFORE**, in consideration of themutual covenants set forth herein, the Corporation and Indemnitee hereby agreeas follows:

                      1.***           Agreement to Serve***.  Indemnitee agrees to serve as a directorand/or officer of the Corporation for so long as he is duly elected or appointedor until the effective date of his written resignation.  This Agreementdoes not constitute an employment agreement or confer any employee or othercompensation rights other than the rights with respect to indemnification,advancement or Expenses (as defined below) and, if any, maintenance of directorsand officers liability insurance specified herein.

                      2.***           Definitions***.  As used in this Agreement:

                                  (a)            The term"Proceeding" shall include any threatened, pending or completed action, suit orproceeding, whether brought in the right of the Corporation or otherwise andwhether of a civil, criminal, administrative or investigative nature, in whichIndemnitee may be or may have been involved as a party, a witness or otherwise,by reason of the fact that Indemnitee is or was a director or officer of theCorporation, by reason of any action taken by him or of any inaction on his partwhile acting as such director or officer, or by reason of the fact that he is orwas serving at the request of the Corporation as a director, officer, trustee,employee or agent of another corporation, partnership, joint venture, trust orother enterprise, whether or not he is serving in such capacity at the time anyliability or expense is incurred for which indemnification or reimbursement maybe provided under this Agreement.

                                  (b)            The term"Expenses" includes, without limitation thereto, expenses of investigations,judicial or administrative proceedings or appeals, amounts paid in settlement byor on behalf of Indemnitee, attorneys' fees and disbursements, but shall notinclude the amount of judgments, fines or penalties againstIndemnitee.

                                  (c)            "Change inControl" means a change in control of the Corporation occurring after the dateof this Agreement of a nature that would be required to be reported under theSecurities Exchange Act of 1934 or any regulation or rule thereunder(collectively the "Act"), whether or not the Corporation is then subject to suchreporting requirement; provided, however, that, without limitation, such aChange in Control shall be deemed to have occurred if after the date of thisAgreement (i) any "person" (as such term is used in Sections 13(d) and 14(d) ofthe Act), other than a person who is presently a member of the board ofdirectors of the Corporation, is or becomes the "beneficial owner" (as definedin Rule 13d‐3 under the Act), directly or indirectly, of securities of theCorporation representing 20% or more of the combined voting power of theCorporation's then outstanding securities; (ii) the Corporation is a party to amerger, consolidation, sales of assets or other reorganization, or a proxycontest, as a consequence of which members of the board of directors of theCorporation in office immediately prior to such transaction or event constituteless than a majority of the board of directors thereafter; or (iii) during anyperiod of two consecutive years, individuals who at the beginning of such periodconstituted the board of directors (including for this purpose any new directorwhose election or nomination for election by the Corporation's shareholders wasapproved by a vote of at least two-thirds of the directors then still in officewho were directors at the beginning of such period) cease for any reason toconstitute a majority of the board of directors.

                                  (d)            "CorporateStatus" means and describes the status of a person who is or was a director,officer, employee, agent or fiduciary of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee, agent orfiduciary of any other "Other Enterprise."

                                  (e)            The term"Disinterested Director" means a director of the Corporation who is not and wasnot a party to the Proceeding in respect of which indemnification is sought bythe Indemnitee.

                                  (f)            The term"Other Enterprise" shall include any wholly or partly owned subsidiary of theCorporation, any employee compensation or benefit plan of any one or more of theCorporation and its subsidiaries and affiliates, and any other corporation,partnership, joint venture, trust or enterprise of which the Indemnitee is orwas serving at the request of the Corporation as a director, officer, employee,agent or otherwise.

                                  (g)            Referenceto "fines" shall include, any excise tax assessed with respect to any employeebenefit plan; references to "serving at the request of the Corporation" shallinclude any service as a director, officer, employee or agent of the Corporationwhich imposes duties on, or involves services by, such director, officer,employee, or agent with respect to an employee benefit plan, its participants,or beneficiaries; and a person who acted in good faith and in a manner hereasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan shall be deemed to have acted in a manner "notopposed to the best interests of the Corporation" as referred to in thisAgreement.

                      3.***           Indemnity and Advancement of Expenses to the Extent Permitted byLaw***.  Subject to the terms of Paragraph 8 of this Agreement, theCorporation shall indemnify and advance Expenses to the Indemnitee to thefullest extent permitted by applicable law now in effect.  Withoutlimitation of the foregoing, indemnification shall be deemed to be permitted byapplicable law for purposes of this Agreement if indemnification is required byParagraph 4 or 5 hereof, and advancement of expenses shall be deemed permittedunder applicable law, and as more particularly set forth in Paragraph 8hereof.

                      4.***           Indemnity in Third Party Proceedings***.  The Corporation shallindemnify Indemnitee in accordance with the provisions of this Paragraph 4 ifIndemnitee is a party to or is threatened to be made a party to or is otherwiseinvolved in any Proceeding (other than a Proceeding by or in the right of theCorporation to procure a judgment in its favor) against all Expenses,liabilities, judgments, fines and penalties actually and reasonably incurred byIndemnitee in connection with the defense or settlement of such Proceeding, butonly if Indemnitee acted in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the Corporation and,in the case of a criminal Proceeding, in addition, had no reasonable cause tobelieve that his conduct was unlawful.

                      5.***           Indemnity in Proceedings By or In the Right of the Corporation***. The Corporation shall indemnify Indemnitee in accordance with the provisions ofthis Section if Indemnitee is a party to or is threatened to be made a party toor is otherwise involved in any Proceeding by or in the right of the Corporationto procure a judgment in its favor (a "Corporation Claim") against all Expensesactually and reasonably incurred by Indemnitee in connection with the defense orsettlement of such Proceeding, but only if he acted in good faith and in amanner which he reasonably believed to be in or not opposed to the bestinterests of the Corporation; provided, however, that no indemnification shallbe made under this Paragraph 5 for (i) judgments, fines, penalties, or amountspaid in settlement by or on behalf of Indemnitee; or (ii) other Expenses inrespect of any claim, issue or matter as to which Indemnitee shall have beenadjudged to be liable to the Corporation, unless and only to the extent that anycourt in which such Proceeding was brought shall determine upon applicationthat, despite any adjudication of liability but in view of all circumstances ofthe case, Indemnitee is fairly and reasonably entitled to indemnity for suchjudgments, fines, penalties, or Expenses as such court shall deemproper. 

                      6.***           Exceptions to Indemnitee's Rights***.  Notwithstanding any otherprovisions of this Agreement, the Corporation shall not be liable to make anypayment in connection with any claim made against the Indemnitee:

                                  (a)            to theextent that payment is actually made to Indemnitee under any insurancepolicy;

                                  (b)            to theextent that Indemnitee is indemnified and actually paid otherwise than pursuantto this Agreement;

                                  (c)            if suchclaim is proven by a final judgment in a court of law or in other adjudicationto have been based upon or attributable to the Indemnitee's having gained anypersonal profit or advantage to which he was not legally entitled;

                                  (d)            fordisgorgement of profits, made from the purchase and sale by the Indemnitee ofsecurities, pursuant to Section 16(b) of the Securities Exchange Act of 1934 andamendments thereto or similar provisions of any state statutory law or commonlaw; or

                                  (e)            broughtabout or contributed to by the dishonesty of the Indemnitee seeking paymenthereunder; provided, however, that the Indemnitee shall be entitled to thebenefit of this Agreement as to any claim upon which suit may be brought againsthim by reason of any alleged dishonesty on his part, unless a judgment or otherfinal adjudication thereof adverse to the Indemnitee shall establish that hecommitted (i) acts of active and deliberate dishonesty; (ii) with actualdishonest purpose and intent; (iii) which acts were material to the cause ofaction so adjudicated.

                      7.***           Indemnification of Expenses of Successful Party***.  To the extentthat Indemnitee has been successful, on the merits or otherwise, in defense ofany Proceeding or in defense of any claim, issue or matter therein, includingthe dismissal of an action without prejudice, Indemnitee shall be indemnifiedagainst all Expenses incurred in connection therewith.

                      8.***           Advancement of Expenses***.  The Expenses incurred by Indemnitee withrespect to any Proceeding governed by Paragraph 4 or 5 shall be paid by theCorporation at reasonable intervals in advance of any final resolution of suchProceeding, in each case within 20 days after the Corporation receivesIndemnitee's written request therefor; provided, however, that Indemnitee shallundertake to repay such amounts to the Corporation to the extent that it isultimately determined that Indemnitee was not entitled to indemnification ofsuch Expense, as hereinafter provided.

            In theevent, and to the extent that, the Corporation has made any advances to theIndemnitee for Expenses which are determined at some later time to be within thecategory of exceptions to this Agreement set forth in Paragraph 6, or to whichIndemnitee is not otherwise entitled, Indemnitee hereby agrees to reimburse theCorporation in full for such Expenses, within 90 days after written notice bythe Corporation of such determination; and Indemnitee further agrees thatexecution and delivery by him of this Agreement shall constitute a valid andbinding obligation on the part of Indemnitee, and his successors and assigns, torepay such obligation in full.

                      9.***           Rights of Indemnitee to Indemnification Upon Application; Procedures UponApplication***.  Any indemnification under Paragraph 4 or 5 shall bemade no later than 45 days after receipt of the written request of Indemniteefor indemnification together with documentation in support of such request,unless the Corporation determines within such 45‐day period that the Indemniteehas not met the relevant standards for indemnification set forth in Paragraph 4or 5, as the case may be, and is not otherwise entitled to indemnification underapplicable law; provided, however, that if, within such 45‐day period, theCorporation has not reached any determination hereunder, any payment made toIndemnitee pursuant to this Paragraph 9 shall be made subject to and conditionedupon Indemnitee's agreement to reimburse the Corporation within 20 days ofdemand by the Corporation therefor, to the extent that the Corporationsubsequently determines that Indemnitee was not entitled to receive suchpayment.

                                   Thedetermination as to entitlement shall be made as follows.  If there hasbeen no Change in Control prior to the date of determination of entitlement toindemnification, the determination shall be made by (i) the Board of Directorsof the Corporation by a majority vote of a quorum consisting of DisinterestedDirectors; or (ii) if a quorum of Disinterested Directors is not obtainable, byindependent legal counsel reasonably acceptable to the Corporation, but retainedby Indemnitee at his sole expense, in a written opinion, in form and substancereasonably satisfactory to the Corporation, that indemnification in theparticular case is permissible.

                      10.***           Presumptions as to the Indemnitee's Conduct***.  For the purposes ofthis Agreement, the Indemnitee's conduct shall not be deemed to have beenknowingly fraudulent or deliberately dishonest, the Indemnitee shall not bedeemed to have had any reasonable cause to believe the Indemnitee's conduct wasunlawful, nor shall any presumption arise that the Indemnitee did not meet anyparticular standard of conduct or have any particular belief, if theIndemnitee's conduct was based on (i) the records or books of account of theCorporation or Other Enterprise; (ii) information supplied to the Indemnitee byan officer or officers of the Corporation or Other Enterprise in the course ofsuch individual's duties; (iii) the advice of legal counsel for the Corporationor Other Enterprise; or (iv) information or records given or reports made to theCorporation or Other Enterprise by an independent public accountant, by anappraiser or by other experts selected by the Corporation or OtherEnterprise.  The knowledge, actions or failures to act of any director,officer, employee or agent of the Corporation shall not be imputed to theIndemnitee for the purposes of determining the right to indemnification underthis Agreement. An Indemnitee who acted in good faith and in a manner theIndemnitee reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit or compensation plan shall be deemed tohave acted in a manner not opposed to the best interests of theCorporation.  The termination of any Proceeding which is covered by thisAgreement by judgment, order, settlement (whether with or without courtapproval) or conviction, or a plea of *nolo contendere* or its equivalentshall not of itself create a presumption for the purposes of this Agreement thatthe Indemnitee did not act in good faith and in a manner which the Indemniteereasonably believed to be in or not opposed to the best interests of theCorporation and, with respect to any criminal Proceeding, had reasonable causeto believe the conduct of the Indemnitee was unlawful.

                      11.***           Indemnification Hereunder Not Exclusive***.  The indemnificationprovided by this Agreement shall not be deemed exclusive of any other rights towhich Indemnitee may be entitled under the Corporation's Certificate ofIncorporation or By‐Laws, any agreement, any vote of shareholders ordisinterested directors, the Business Corporation Law of the State of New York,or otherwise, both as to action in his official capacity and as to action inanother capacity while holding such office.  If the New York BusinessCorporation Law, or the Certificate of Incorporation or By-laws of theCorporation is amended after the date of this Agreement to limit or restrictindemnification permitted to the Indemnitee, then with respect to all mattersarising prior to the effective date of such amendment the Corporation shallnevertheless indemnify the Indemnitee to the fullest extent permitted by thisAgreement, the Certificate of Incorporation or By-laws, and such law as ineffect prior to such amendment. 

                      12.***           Corporation Participation in Litigation***.  With respect to anyproceeding for which indemnification is requested, the Corporation will beentitled to participate therein at its own expense and, except as otherwiseprovided below, to the extent that it may wish, the Corporation may assume thedefense thereof, with counsel satisfactory to the Indemnitee.  After noticefrom the Corporation to the Indemnitee of its election to assume the defense ofa Proceeding, the Corporation will not be liable to the Indemnitee under thisAgreement for any Expenses subsequently incurred by the Indemnitee in connectionwith the defense thereof, other than as provided below.  The Corporationshall not settle any Proceeding in any manner which would impose any penalty orlimitation on the Indemnitee without the Indemnitee's written consent.  TheIndemnitee shall have the right to employ his own counsel in any Proceeding, butthe fees and expenses of such counsel incurred after notice from the Corporationof its assumption of the defense of the Proceeding shall be at the expense ofthe Indemnitee, unless (i) the employment of counsel by the Indemnitee has beenapproved by a majority vote of a quorum consisting of Disinterested Directors;(ii) the Indemnitee or the Corporation shall have reasonably concluded thatthere may be a conflict of interest between the Corporation and the Indemniteein the conduct of the defense of a proceeding and shall have communicated suchconclusion, with a full statement of the reasons, in writing to the Corporation;or (iii) the Corporation shall not in fact have employed counsel to assume thedefense of a Proceeding, in each of which cases the fees and expenses of theIndemnitee's counsel shall be advanced by the Corporation.  The Corporationshall not be entitled to assume the defense of any Corporation Claim.

                      13.***           Continuation of Right of Indemnification and Advancement ofExpenses***.  The rights of the Indemnitee under this Agreement shallcontinue as to the Indemnitee after termination for any reason of CorporateStatus, and shall inure to the benefit of the heirs, personal representatives,successors and assigns of the Indemnitee.

                      14.***           Maintenance of Directors and Officers Liability Insurance***.  TheCorporation agrees that, so long as the Indemnitee shall have a Corporate Statusand thereafter so long as the Indemnitee shall be subject to any Proceeding, theCorporation shall purchase and maintain in effect for the benefit of theIndemnitee one or more valid, biding and enforceable policies of directors andofficers liability insurance.  The Corporation shall not be required tomaintain any policies of directors and officers liability insurance if, in thesole discretion and reasonable business judgment of the directors of theCorporation, (i) such insurance is not reasonably available; or (ii) the premiumcost for such insurance is substantially disproportionate to the amount ofcoverage provided; or (iii) the coverage provided by such insurance is solimited by exclusions that there would be insufficient benefit from suchinsurance.

                      15.***           Partial Indemnification***.  If Indemnitee is entitled under anyprovision of this Agreement to indemnification by the Corporation for some or aportion of the Expenses, judgments, fines or penalties actually and reasonablyincurred by him in the investigation, defense, appeal or settlement of anyProceeding but not for the total amount thereof, the Corporation shallnevertheless provide indemnification to Indemnitee for that portion of suchExpenses, judgment, fines or penalties for which Indemnitee is entitled to beindemnified hereunder.

                      16.***           Severability***.  If any provision of this Agreement or application ofany such provision to any person or circumstance is held invalid, the remainderof this Agreement, and the application of such provision other than to theextent it is held invalid, will not be invalidated or affectedthereby.

                      17.***           Notice***.  Indemnitee shall, as a condition precedent to his right tobe indemnified under this Agreement, give the Corporation notice in writing assoon as practicable of any claim made against him for which indemnity will orcould be sought under this Agreement.  In addition, Indemnitee shall givethe Corporation such information and cooperation as it may reasonably requireand shall be within Indemnitee's power.  Notice to the Corporation shall bedirected to TAYLOR DEVICES, INC., 90 Taylor Drive, North Tonawanda, New York14120-0748, Attention: President (or such other address as the Corporation shalldesignate in writing to Indemnitee).  Notices to Indemnitee shall bedirected to the Indemnitee at the address of the Indemnitee as shown at thebeginning of this Agreement (or such other address as the Indemnitee shalldesignate in writing to the Corporation).  Notices shall be deemed receivedthree days after the date postmarked if sent by prepaid mail, propertyaddressed.

                      18.***           Counterparts***.  This Agreement may be executed in any number ofcounterparts, each of which shall constitute one and the sameoriginal.

                      19.***           Applicable Law***.  This Agreement shall be governed by and construedin accordance with New York law, without regard to conflict of laws.

                      20.***           Successors and Assigns***.  This Agreement shall be binding upon theCorporation and its successors and assigns.

**                       IN WITNESSWHEREOF**, the parties hereto have causedthis Agreement to be duly executed and signed as of the day and year first abovewritten.
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**                                                                                             TAYLOR    DEVICES, INC.**

                                                                                                    By:    /s/Douglas P.Taylor