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    EXHIBIT
10.1

     

    FORM OF INDEMNIFICATION
AGREEMENT APPROVED BY THE BOARD OF DIRECTORS OF

    NEFF CORP. FOR
EXECUTION WITH CURRENT AND FUTURE DIRECTORS OF THE COMPANY

    


    This Indemnification Agreement is dated
as of
[                            ]
(this “Agreement”)
and is between Neff Corp., a Delaware corporation (the “Company”),
and [Name of director] (“Indemnitee”).

    


    WHEREAS, the Company believes
that in order to attract and retain highly competent persons to serve as
directors, it must provide such persons with adequate protection through
indemnification against the risks of claims and actions against them arising out
of their services to and activities on behalf of the Company;

    


    WHEREAS, the Company desires
and has requested Indemnitee to continue to serve as a director of the Company
and, in order to induce the Indemnitee to continue to serve in such capacity,
the Company is willing to grant and secure the Indemnitee the indemnification
provided for herein.  Indemnitee is willing to so serve on the basis
that such indemnification be provided; and

     

    WHEREAS, the parties by this
Agreement desire to set forth their agreement regarding indemnification and the
advancement of expenses;

     

    NOW, THEREFORE, in
consideration of Indemnitee’s service to the Company and the covenants and
agreements set forth below, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows.

    
 

    Section 1. Indemnification.

    


    To the fullest extent permitted by the
General Corporation Law of the State of Delaware (the “DGCL”):

    


    (a) The Company shall indemnify
Indemnitee if Indemnitee was or is made or is threatened to be made a party to,
or is otherwise involved in, as a witness or otherwise, any threatened, pending
or completed action, suit or proceeding (brought in the right of the Company or
otherwise), whether civil, criminal, administrative or investigative and whether
formal or informal, including appeals, by reason of the fact that Indemnitee is
or was (whether on or prior to the date of this Agreement or hereafter) or has
agreed to serve as a director, officer, employee or agent of the Company, or
while serving as a director or officer of the Company, is or was serving or has
agreed to serve at the request of the Company as a director, officer, employee
or agent (which, for purposes hereof, shall include a trustee, fiduciary,
partner or manager or similar capacity) of another corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise, or by reason of any action alleged to have been taken or
omitted in any such capacity.

    


    (b) The indemnification provided by
this Section 1 shall be from and against all loss and liability suffered and
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by or on behalf of Indemnitee in
connection with such action, suit or proceeding, including any
appeals.

    


    Section 2.
Advance
Payment of Expenses.

    


    To the fullest extent permitted by the
DGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing
at, participating in or defending any action, suit or proceeding or in
connection with an enforcement action pursuant to Section 3(b), shall be paid by
the Company in advance of the final disposition of such action, suit or
proceeding within 30 days after receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time.  The Indemnitee hereby undertakes to repay any amounts advanced
(without interest) to the extent that it is ultimately determined that
Indemnitee is not entitled under this Agreement to be indemnified by the Company
in respect thereof.  No other form of undertaking shall be required of
Indemnitee other than the execution of this Agreement.  This Section 2
shall be subject to Section 3(b) and shall not apply to any claim made by
Indemnitee for which indemnity is excluded pursuant to Section 6.

    


    Section 3. Procedure
for Indemnification; Notification and Defense of Claim.

    


    (a) Promptly after receipt by
Indemnitee of notice of the commencement of any action, suit or proceeding,
Indemnitee shall, if a claim in respect thereof is to be made against the
Company hereunder, notify the Company in writing of the commencement
thereof.  The failure to promptly notify the Company of the
commencement of the action, suit or proceeding, or of Indemnitee’s request for
indemnification, will not relieve the Company from any liability that it may
have to Indemnitee hereunder, except to the extent the Company is actually and
materially prejudiced in its defense of such action, suit or proceeding as a
result of such failure.  To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request therefor
including such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to enable the Company to determine
whether and to what extent Indemnitee is entitled to
indemnification.

    


    (b) With respect to any action, suit or
proceeding of which the Company is so notified, as provided in this Agreement,
the Company, if appropriate, shall be entitled to assume the defense of such
action, suit or proceeding, with counsel reasonably acceptable to Indemnitee,
upon the delivery to Indemnitee of written notice of its election to do
so.  After delivery of such notice, approval of such counsel by
Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same action, suit or
proceeding; provided
that (1) Indemnitee
shall have the right to employ Indemnitee’s own counsel in such action, suit or
proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by
Indemnitee has been previously authorized in writing by the Company, or (ii)
counsel to the Indemnitee shall have reasonably concluded (evidenced by written
notice to the Company setting forth the basis for such conclusion) that there
may be a conflict of interest or position, or reasonably believes that a
conflict is likely to arise, on any significant issue between the Company and
Indemnitee in the conduct of any such defense, then the fees and expenses of
Indemnitee’s separate counsel shall be at the expense of the Company, except as
otherwise expressly provided by this Agreement.  The Company shall not
be entitled, without the written consent of Indemnitee, to assume the defense of
any claim brought by or in the right of the Company or otherwise or as to which
counsel for the Indemnitee shall in accordance with clause (ii) above have
delivered requisite notice regarding the conclusion referred to in such
clause.

    


    (c) To the fullest extent permitted by
the DGCL, the
Company’s assumption of the defense of an action, suit or proceeding in
accordance with paragraph (b) above will constitute an irrevocable
acknowledgement by the Company that any loss and liability suffered by
Indemnitee and expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement by or for the account of Indemnitee actually and
reasonably incurred in connection therewith are indemnifiable by the Company
under Section 1 of this Agreement.

    


    (d) The determination whether to grant
Indemnitee’s indemnification request shall be made promptly and in any event
within 30 days following the Company’s receipt of a request for indemnification
in accordance with Section 3(a).  If the Company determines that
Indemnitee is entitled to such indemnification or, as contemplated by paragraph
(c) above, the Company has acknowledged such entitlement, the Company shall make
payment to Indemnitee of the indemnifiable amount within such 30 day
period.  If the Company is not deemed to have so acknowledged such
entitlement or the Company’s determination of whether to grant Indemnitee’s
indemnification request shall not have been made within such 30 day period, the
requisite determination of entitlement to indemnification shall, subject to
Section 6, nonetheless be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under the
DGCL.

    


    (e) In the event that (i) the Company
determines in accordance with this Section 3 that Indemnitee is not entitled to
indemnification under this Agreement, (ii) the Company denies a request for
indemnification, in whole or in part, or fails to respond or make a
determination of entitlement to indemnification within 30 days following receipt
of a request for indemnification as described above, (iii) payment of
indemnification is not made within such 30 day period, (iv) advancement of
expenses is not timely made in accordance with Section 2, or (v) the Company or
any other person takes or threatens to take any action to declare this Agreement
void or unenforceable, or institutes any litigation or other action or
proceeding designed to deny, or to recover from, the Indemnitee the benefits
provided or intended to be provided to the Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication in any court of competent jurisdiction of
his or her entitlement to such indemnification or advancement of
expenses.  Indemnitee’s expenses (including attorneys’ fees) incurred
in connection with successfully establishing Indemnitee’s right to
indemnification or advancement of expenses, in whole or in part, in any such
proceeding or otherwise shall also be indemnified by the Company to the fullest
extent permitted by the DGCL.

    


    (f) Indemnitee shall be presumed to be
entitled to indemnification and advancement of expenses under this Agreement
upon submission of a request therefor in accordance with Sections 2 or 3 of this
Agreement, as the case may be.  The Company shall have the burden of
proof in overcoming such presumption, and such presumption shall be used as a
basis for a determination of entitlement to indemnification and advancement of
expenses unless the Company overcomes such presumption by clear and convincing
evidence.

    


    Section 4. Insurance
and Subrogation.

    


    (a) The Company shall use its
reasonable best efforts to purchase and maintain a policy or policies of
insurance with reputable insurance companies with A.M. Best ratings of “A” or
better, providing Indemnitee with coverage for any liability asserted against,
and incurred by, Indemnitee or on Indemnitee’s behalf by reason of the fact that
Indemnitee is or was (whether on or prior to the date of this Agreement or
thereafter) or has agreed to serve as a director, officer, employee or agent of
the Company, or while serving as a director or officer of the Company, is or was
serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent (which, for purposes hereof, shall include a trustee,
fiduciary, partner or manager or similar capacity) of another corporation,
limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise, or arising out of Indemnitee’s status as such, whether
or not the Company would have the power to indemnify Indemnitee against such
liability under the provisions of this Agreement.  Such insurance
policies shall have coverage terms and policy limits at least as favorable to
Indemnitee as the insurance coverage provided to any other director or officer
of the Company.  If the Company has such insurance in effect at the
time the Company receives from Indemnitee any notice of the commencement of an
action, suit or proceeding, the Company shall give prompt notice of the
commencement of such action, suit or proceeding to the insurers in accordance
with the procedures set forth in the policy.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policy.

    


    (b) Subject to Section 9(b), in the
event of any payment by the Company under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee with respect to any insurance policy.  Indemnitee shall
execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to
bring suit to enforce such rights in accordance with the terms of such insurance
policy. The Company shall pay or reimburse all expenses actually and reasonably
incurred by Indemnitee in connection with such subrogation.

    


    (c) Subject to Section 9(b), the
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (including, but not limited to, judgments,
fines and amounts paid in settlement, and ERISA excise taxes or penalties) if
and to the extent that Indemnitee has otherwise actually received such payment
under this Agreement or any insurance policy, contract, agreement or
otherwise.

    


    Section 5. Certain
Definitions. For purposes of this Agreement, the following definitions
shall apply:

    


    (a) The term “action,
suit or proceeding” shall be broadly construed and shall include, without
limitation, the investigation, preparation, prosecution, defense, settlement,
arbitration and appeal of, and the giving of testimony in, any threatened,
pending or completed claim, action, suit, arbitration, alternative dispute
mechanism or proceeding, whether civil, criminal, administrative or
investigative.

    


    (b) The term “by reason
of the fact that Indemnitee is or was (whether on or prior to the date of this
Agreement or thereafter) or has agreed to serve as a director, officer, employee
or agent of the Company, or while serving as a director or officer of the
Company, is or was serving or has agreed to serve at the request of the Company
as a director, officer, employee or agent (which, for purposes hereof, shall
include a trustee, partner or manager or similar capacity) of another
corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise” shall be broadly construed and
shall include, without limitation, any actual or alleged act or omission to
act.

    


    (c) The term “expenses”
shall be broadly construed and shall include, without limitation, all direct and
indirect costs of any type or nature whatsoever (including, without limitation,
all attorneys’ fees and related disbursements, appeal bonds, other out-of-pocket
costs and reasonable compensation for time spent by Indemnitee for which
Indemnitee is not otherwise compensated by the Company or any third party),
actually and reasonably incurred by Indemnitee in connection with either the
investigation, defense or appeal of an action, suit or proceeding or
establishing or enforcing a right to indemnification under this Agreement or
otherwise incurred in connection with a claim that is indemnifiable
hereunder.

     

    (d) The term “Indemnitee-related
entities” means any corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise (other than the
Company or any other corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise on whose behalf or at
whose request Indemnitee has agreed to serve as a director, officer, employee or
agent and which service is covered by the indemnity described in this Agreement)
from whom an Indemnitee may be entitled to indemnification or advancement of
expenses with respect to which, in whole or in part, the Company may also have
an indemnification or advancement obligation (other than as a result of
obligations under an insurance policy).

     

    (e) The term “jointly
indemnifiable claims” shall be broadly construed and shall include,
without limitation, any action, suit or proceeding for which the Indemnitee
shall be entitled to indemnification or advancement of expenses from both the
Indemnitee-related entities and the Company pursuant to the DGCL, any agreement
or the certificate of incorporation, bylaws, partnership agreement, operating
agreement, certificate of formation, certificate of limited partnership or
comparable organizational documents of the Company or the Indemnitee-related
entities, as applicable.

    


    (f) The term “judgments,
fines and amounts paid in settlement” shall be broadly construed and
shall include, without limitation, all direct and indirect payments of any type
or nature whatsoever, as well as any penalties or excise taxes assessed on a
person with respect to an employee benefit plan).

    


    Section 6. Limitation
on Indemnification.  Notwithstanding any other provision herein
to the contrary, the Company shall not be obligated pursuant to this
Agreement:

    


    (a) Claims Initiated by
Indemnitee. To indemnify or advance expenses to Indemnitee with respect
to an action, suit or proceeding (or part thereof), however denominated,
initiated by Indemnitee, except with respect to an action, suit or proceeding
brought to establish or enforce a right to indemnification or advancement of
expenses under this Agreement (which shall be governed by the provisions of
Section 6(b) of this Agreement), unless such action, suit or proceeding (or part
thereof) was authorized or consented to by the Board of Directors of the
Company.

    


    (b) Action for
Indemnification. To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any action, suit or proceeding instituted by
Indemnitee to enforce or interpret this Agreement, unless Indemnitee is
successful in such action, suit or proceeding in establishing Indemnitee’s
right, in whole or in part, to indemnification or advancement of expenses
hereunder (in which case such indemnification or advancement shall be to the
fullest extent permitted by law), or unless and to the extent that the court in
such action, suit or proceeding shall determine that, despite Indemnitee’s
failure to establish their right to indemnification, Indemnitee is entitled to
indemnity for such expenses; provided, however, that nothing in this Section
6(b) is intended to limit the Company’s obligations with respect to the
advancement of expenses to Indemnitee in connection with any such action, suit
or proceeding instituted by Indemnitee to enforce or interpret this Agreement,
as provided in Section 2 hereof.

    


    (c) Section 16(b)
Matters.  To indemnify Indemnitee on account of any suit in
which judgment is rendered against Indemnitee for disgorgement of profits made
from the purchase or sale by Indemnitee of securities of the Company pursuant to
the provisions of Section 16(b) of the Securities Exchange Act of 1934, as
amended.

    


    (d) Fraud or Willful
Misconduct.  To indemnify Indemnitee on account of conduct by
Indemnitee where such conduct has been determined by a final (not interlocutory)
judgment or other adjudication of a court or arbitration or administrative body
of competent jurisdiction as to which there is no further right or option of
appeal or the time within which an appeal must be filed has expired without such
filing to have been knowingly fraudulent or constitute willful
misconduct.

    


    (e) Prohibited by
Law.  To indemnify Indemnitee in any circumstance where such
indemnification has been determined by a final (not interlocutory) judgment or
other adjudication of a court or arbitration or administrative body of competent
jurisdiction as to which there is no further right or option of appeal or the
time within which an appeal must be filed has expired without such filing to be
prohibited by law.

    


    Section 7. Certain
Settlement Provisions.  The Company shall have no obligation to
indemnify Indemnitee under this Agreement for any amounts paid in settlement of
any action, suit or proceeding without the Company’s prior written
consent.  The Company shall not settle any action, suit or proceeding
in any manner that would impose any fine or other obligation on Indemnitee
without Indemnitee’s prior written consent.  Neither the Company nor
Indemnitee will unreasonably withhold his, her, its or their consent to any
proposed settlement.

    


    Section 8. Savings
Clause. If any provision or provisions (or portion thereof) of this
Agreement shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee if
Indemnitee was or is made or is threatened to be made a party or is otherwise
involved in any threatened, pending or completed action, suit or proceeding
(brought in the right of the Company or otherwise), whether civil, criminal,
administrative or investigative and whether formal or informal, including
appeals, by reason of the fact that Indemnitee is or was (whether on or prior to
the date of this Agreement or thereafter) or has agreed to serve as a director,
officer, employee or agent of the Company, or while serving as a director or
officer of the Company, is or was serving or has agreed to serve at the request
of the Company as a director, officer, employee or agent (which, for purposes
hereof, shall include a trustee, partner or manager or similar capacity) of
another corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, from and against all
loss and liability suffered and expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement reasonably incurred by or on behalf of
Indemnitee in connection with such action, suit or proceeding, including any
appeals, to the fullest extent permitted by any applicable portion of this
Agreement that shall not have been invalidated and to the fullest extent
permitted by law.

    


    Section 9. Contribution/Jointly
Indemnifiable Claims.

    


    (a) In order to provide for just and
equitable contribution in circumstances in which the indemnification provided
for herein is held by a court of competent jurisdiction to be unavailable to
Indemnitee in whole or in part, it is agreed that, in such event, the Company
shall, to the fullest extent permitted by law, contribute to the payment of all
of Indemnitee’s loss and liability suffered and expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement reasonably incurred by or
on behalf of Indemnitee in connection with any action, suit or proceeding,
including any appeals, in an amount that is just and equitable in the
circumstances; provided, that, without limiting the generality of the foregoing,
such contribution shall not be required where such holding by the court is due
to any limitation on indemnification set forth in Sections 4(c), 6 or 7
hereof.

    


    (b) Given that certain jointly
indemnifiable claims may arise due to the service of the Indemnitee as a
director and/or officer of the Company at the request of the Indemnitee-related
entities, the Company acknowledges and agrees that the Company shall be fully
and primarily responsible for the payment to the Indemnitee in respect of
indemnification or advancement of expenses in connection with any such jointly
indemnifiable claim, pursuant to and in accordance with the terms of this
Agreement, irrespective of any right of recovery the Indemnitee may have from
the Indemnitee-related entities.  Under no circumstance shall the
Company be entitled to any right of subrogation or contribution by the
Indemnitee-related entities and no right of advancement or recovery the
Indemnitee may have from the Indemnitee-related entities shall reduce or
otherwise alter the rights of the Indemnitee or the obligations of the Company
hereunder.  In the event that any of the Indemnitee-related entities
shall make any payment to the Indemnitee in respect of indemnification or
advancement of expenses with respect to any jointly indemnifiable claim, the
Indemnitee-related entity making such payment shall be subrogated to the extent
of such payment to all of the rights of recovery of the Indemnitee against the
Company, and Indemnitee shall execute all papers reasonably required and shall
do all things that may be reasonably necessary to secure such rights, including
the execution of such documents as may be necessary to enable the
Indemnitee-related entities effectively to bring suit to enforce such
rights.  The Company and Indemnitee agree that each of the
Indemnitee-related entities shall be third-party beneficiaries with respect to
this Section 9(b), entitled to enforce this Section 9(b) against the Company as
though each such Indemnitee-related entity were a party to this
Agreement.

    


    Section 10. Form and
Delivery of Communications.  All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be
deemed to have been duly given if (a) delivered by hand, upon receipt by the
party to whom said notice or other communication shall have been directed, (b)
mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed, (c) mailed by reputable
overnight courier, one day after deposit with such courier and with written
verification of receipt or (d) sent by email or facsimile transmission, with
receipt of oral confirmation that such transmission has been
received.  Notice to the Company shall be directed to Mark Irion, 3750
N.W. 87th Avenue, Suite 400, Miami, Florida, 33178, e-mail: mirion@neffcorp.com,
facsimile: 305-513-4156, confirmation number: 305-513-3350.  Notice to
Indemnitee shall be directed to
[                           ],
e-mail: [XXX@XXX.com], facsimile: [XXX-XXX-XXXX], confirmation number:
[XXX-XXX-XXXX].

    


    Section 11. Nonexclusivity.  The
provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which Indemnitee may
have under any provision of law, in any court in which a proceeding is brought,
other agreements or otherwise, and Indemnitee’s rights hereunder shall inure to
the benefit of the heirs, executors and administrators of
Indemnitee.  No amendment or alteration of the Company’s Certificate
of Incorporation or Bylaws or any other agreement shall adversely affect the
rights provided to Indemnitee under this Agreement.

    


    Section 12. No
Special Rights.  Nothing contained herein shall be construed as
giving Indemnitee any right to be retained as a director of the Company or in
the employ of the Company.  For the avoidance of doubt, the
indemnification and advancement of expenses provided under this Agreement shall
continue as to the Indemnitee even though he may have ceased to be a director,
officer, employee or agent of the Company.

    


    Section 13. Interpretation
of Agreement.  It is understood that the parties hereto intend
this Agreement to be interpreted and enforced so as to provide indemnification
to Indemnitee to the fullest extent now or hereafter permitted by the
DGCL.

    


    Section 14. Entire
Agreement.  This Agreement and the documents expressly referred
to herein constitute the entire agreement between the parties hereto with
respect to the matters covered hereby, and any other prior or contemporaneous
oral or written understandings or agreements with respect to the matters covered
hereby are expressly superseded by this Agreement.

    


    Section 15. Modification
and Waiver.  No supplement, modification, waiver or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.

    


    Section 16. Successor
and Assigns.  All of the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of and shall be enforceable by
the parties hereto and their respective successors, assigns, heirs, executors,
administrators and legal representatives.  The Company shall require
and cause any direct or indirect successor (whether by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of such Indemnitor, by written agreement in form and substance reasonably
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.

    


    Section 17. Submission
to Jurisdiction and Venue.  The Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Court
of Chancery of the State of Delaware (the “Delaware
Court”), and not in any other state or federal court in the United States
of America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) waive any
objection to the laying of venue of any such action or proceeding in the
Delaware Court, and (iv) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum.

    


    Section 18. Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.  If a court of
competent jurisdiction shall make a final determination that the provisions of
the law of any state other than Delaware govern indemnification by the Company
of Indemnitee, then the indemnification provided under this Agreement shall in
all instances be enforceable to the fullest extent permitted under such law,
notwithstanding any provision of this Agreement to the contrary.

    


    Section 19. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original and all of which together shall be deemed to be one
and the same instrument, notwithstanding that both parties are not signatories
to the original or same counterpart.

    


    Section 20.  Headings.
The section and subsection headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

    


    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed and delivered to be effective
as of the date first written above.

    


    


    NEFF
CORP.

    


     

    By:           ___________________________________

    Name:                      Mark
Irion

    
      	
               
      

            	
              Title:

            	
              Executive
      Vice President and Chief Financial
Officer

            


    

    


    


    INDEMNITEE

    


    


    By:           ____________________________________

    Name:                      [Insert
Name of Indemnitee]