Exhibit 10.5

                       INDEMNITY AGREEMENT

     This  Indemnity Agreement (this "Agreement") is made  as  of
March  6,  2006  by and between Financial Federal Corporation,  a
Nevada  corporation (the "Company"), and the undersigned  officer
or director of the Company ("Indemnitee").

                            RECITALS

     WHEREAS, highly competent persons have become more reluctant
to   serve  corporations  as  directors,  officers  or  in  other
capacities  unless  they  are provided with  adequate  protection
through  insurance or adequate indemnification against inordinate
risks  of  claims and actions against them arising out  of  their
service to and activities on behalf of the corporation.

     WHEREAS, the Board of Directors of the Company (the "Board")
has  determined  that, in order to attract and  retain  qualified
individuals, the Company will attempt to maintain on  an  ongoing
basis,  at  its  sole  expense, liability  insurance  to  protect
persons  serving  the Company and its subsidiaries  from  certain
liabilities.  Although the furnishing of such insurance has  been
a  customary  and  widespread practice among United  States-based
corporations and other business enterprises, the Company believes
that,  given current market conditions and trends, such insurance
may  be available to it in the future only at higher premiums and
with more exclusions.  At the same time, directors, officers  and
other  persons in service to corporations or business enterprises
are  being increasingly subjected to expensive and time-consuming
litigation   relating  to,  among  other  things,  matters   that
traditionally would have been brought only against the Company or
business  enterprise itself.  The Articles of  Incorporation  and
Bylaws of the Company require indemnification of the officers and
directors  of  the Company.  Indemnitee may also be  entitled  to
indemnification pursuant to applicable provisions of  the  Nevada
Revised  Statutes (the "NRS").  The Bylaws and the NRS  expressly
provide that the indemnification provisions set forth therein are
not  exclusive,  and thereby contemplate that  contracts  may  be
entered  into  between the Company and members of  the  board  of
directors,   officers   and  other  persons   with   respect   to
indemnification.

     WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of  attracting  and
retaining such persons.

     WHEREAS,   the  Board  has  determined  that  the  increased
difficulty   in   attracting  and  retaining  such   persons   is
detrimental  to the best interests of the Company's  stockholders
and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future.

     WHEREAS,  it  is reasonable, prudent and necessary  for  the
Company  contractually to obligate itself to  indemnify,  and  to
advance expenses on behalf of, such persons to the fullest extent
permitted  by applicable law so that they will serve or  continue
to  serve the Company free from undue concern that they will  not
be so indemnified.

     WHEREAS,   this  Agreement  is  a  supplement  to   and   in
furtherance  of the Articles of Incorporation and Bylaws  of  the
Company  and any resolutions adopted pursuant thereto, and  shall
not  be deemed a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder.

     WHEREAS, Indemnitee does not regard the protection available
under  the  Company's Articles of Incorporation  and  Bylaws  and
insurance as adequate in the present circumstances, and  may  not
be  willing  to  serve  or continue to serve  as  an  officer  or
director  without  adequate protection, and the  Company  desires
Indemnitee  to serve in such capacity.  Indemnitee is willing  to
serve, continue to serve and to take on additional service for or
on  behalf  of  the  Company  on the  condition  that  he  be  so
indemnified.

     NOW,  THEREFORE,  in consideration of the premises  and  the
covenants contained herein, the Company and Indemnitee do  hereby
covenant and agree as follows:

 1.   Services to the Company.  Indemnitee will serve or continue
to  serve as an officer, director or key employee of the  Company
for  so long as Indemnitee is duly elected or appointed or  until
Indemnitee tenders his resignation or until Indemnitee's services
to the Company are otherwise terminated.

 2.   Definitions.  As used in this Agreement:
(a)  References to "agent" shall mean any person who is or was a
director, officer, or employee of the Company or a subsidiary  of
the  Company or other person authorized by the Company to act for
the Company, to include such person serving in such capacity as a
director,  officer,  employee, fiduciary  or  other  official  of
another  corporation,  partnership,  limited  liability  company,
joint  venture, trust or other enterprise at the request of,  for
the  convenience of, or to represent the interests of the Company
or a subsidiary of the Company.

(b)  The terms "Beneficial Owner" and "Beneficial Ownership"
shall have the meanings set forth in Rule 13d-3 promulgated under
the  Exchange  Act (as defined below) as in effect  on  the  date
hereof.

(c)  A "Change in Control" shall be deemed to occur upon the
earliest to occur after the date of this Agreement of any of the
following events:

(i)  Acquisition of Stock by Third Party.  Any  Person (as
defined  below) is or becomes the Beneficial Owner,  directly  or
indirectly, of securities of the Company representing a  majority
of  the  combined voting power of the Company's then  outstanding
securities  entitled  to  vote  generally  in  the  election   of
directors,  unless  (1)  the change in  the  relative  Beneficial
Ownership  of  the  Company's securities by  any  Person  results
solely  from  a reduction in the aggregate number of  outstanding
shares  of securities entitled to vote generally in the  election
of  directors or (2) such acquisition was approved in advance  by
the  Continuing Directors (as defined below) and such acquisition
would not constitute a Change in Control under part (iii) of this
definition;

(ii) Change in Board of Directors.  Individuals who, as of the
date hereof, constitute the Board, and any new director whose
election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors on the date
hereof or whose election for nomination for election was
previously so approved (collectively, the "Continuing
Directors"), cease for any reason to constitute at least a
majority of the members of the Board;

(iii)     Corporate Transactions.  The effective date of a
reorganization, merger or consolidation of the Company (a
"Business Combination"), in each case, unless, following such
Business Combination:  (1) all or substantially all of the
individuals and entities who were the Beneficial Owners of
securities entitled to vote generally in the election of
directors immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty-one
percent (51%) of the combined voting power of the then
outstanding securities of the Company entitled to vote generally
in the election of directors resulting from such Business
Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more Subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination, of the securities entitled to vote
generally in the election of directors; (2) no Person (excluding
any corporation resulting from such Business Combination) is the
Beneficial Owner, directly or indirectly, of fifteen percent
(15%) or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election
of directors of such corporation except to the extent that such
ownership existed prior to the Business Combination and (3) at
least a majority of the Board of Directors of the corporation
resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement,
or of the action of the Board of Directors, providing for such
Business Combination;

(iv) Liquidation.  The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement
or series of agreements for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than factoring the Company's current receivables or escrows
due (or, if such approval is not required, the decision by the
Board to proceed with such a liquidation, sale, or disposition in
one transaction or a series of related transactions); or

(v)  Other Events.  There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item
on any similar schedule or form) promulgated under the Exchange
Act (as defined below), whether or not the Company is then
subject to such reporting requirement.

(d)  "Corporate Status" describes the status of a person who is
or  was  a  director, officer, trustee, general partner, managing
member,  fiduciary, employee or agent of the Company  or  of  any
other  Enterprise (as defined below) which such person is or  was
serving at the request of the Company.

(e)  "Disinterested Director" shall mean a director of the
Company who is not and was not a party to the Proceeding (as
defined below) in respect of which indemnification is sought by
Indemnitee.

(f)  "Enterprise" shall mean the Company and any other
corporation, constituent  corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which
the Company (or any of its wholly owned subsidiaries) is a party,
limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is
or was serving at the request of the Company as a director,
officer, trustee, general partner, managing member, fiduciary,
employee or agent.

(g)  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(h)  "Expenses" shall include attorneys' fees and costs,
retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses in connection with
prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or
otherwise participating in, a Proceeding (as defined below).
Expenses also shall include Expenses incurred in connection with
any appeal resulting from any Proceeding (as defined below),
including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other
appeal bond or its equivalent.  Expenses, however, shall not
include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.

(i)  References to "fines" shall include any excise tax assessed
on   Indemnitee  with  respect  to  any  employee  benefit  plan;
references  to  "serving at the request  of  the  Company"  shall
include  any service as a director, officer, employee,  agent  or
fiduciary  of  the Company which imposes duties on,  or  involves
services by, such director, officer, employee, agent or fiduciary
with  respect  to  an employee benefit plan, its participants  or
beneficiaries;  and if Indemnitee acted in good faith  and  in  a
manner Indemnitee reasonably believed to be in the best interests
of  the  participants  and beneficiaries of an  employee  benefit
plan,  Indemnitee shall be deemed to have acted in a manner  "not
opposed to the best interests of the Company" as referred  to  in
this Agreement.

(j)  "Independent Counsel" shall mean a law firm or a member of a
law  firm that is experienced in matters of corporation  law  and
neither  presently  is,  nor in the past  five  years  has  been,
retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters
concerning  the  Indemnitee under this  Agreement,  or  of  other
indemnitees under similar indemnification agreements) or (ii) any
other party to the Proceeding (as defined below) giving rise to a
claim   for   indemnification  hereunder.   Notwithstanding   the
foregoing,  the term "Independent Counsel" shall not include  any
person  who,  under  the  applicable  standards  of  professional
conduct  then  prevailing, would have a conflict of  interest  in
representing  either the Company or Indemnitee in  an  action  to
determine Indemnitee's rights under this Agreement.

(k)  "New York Courts" shall mean courts of the State of New
York, the courts of the United States for the Southern District
of New York and appellate courts from any thereof.

(l)  The term "Person" shall have the meaning as set forth in
Sections 13(d) and 14(d) of the Exchange Act as in effect on the
date hereof; provided, however, that "Person" shall exclude:  (i)
the Company; (ii) any Subsidiaries (as defined below) of the
Company; (iii) any employment benefit plan of the Company or of a
Subsidiary (as defined below) of the Company or of any
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company and (iv) any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or of a Subsidiary (as defined below) of the Company
or of a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company.

(m)  The term "Proceeding" shall include any threatened, pending
or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and
whether of a civil (including intentional or unintentional tort
claims), criminal, administrative or investigative nature, in
which Indemnitee was, is or will be involved as a party or
otherwise by reason of the fact that Indemnitee is or was a
director or officer of the Company, by reason of any action (or
failure to act) taken by him or of any action (or failure to act)
on his part while acting as a director or officer of the Company,
or by reason of the fact that he is or was serving at the request
of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of any other
Enterprise, in each case whether or not serving in such capacity
at the time any liability or expense is incurred for which
indemnification, reimbursement, or advancement of expenses can be
provided under this Agreement.

(n)  The term "Subsidiary," with respect to any Person, shall
mean any corporation or other entity of which a majority of the
voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.

 3.   Indemnity in Third-Party Proceedings.  The Company shall
indemnify  and  hold harmless Indemnitee in accordance  with  the
provisions  of  this  Section 3 if  Indemnitee  was,  is,  or  is
threatened to be made, a party to or a participant (as a  witness
or otherwise) in any Proceeding, other than a Proceeding by or in
the  right  of  the Company to procure a judgment in  its  favor.
Pursuant  to  this  Section 3, Indemnitee  shall  be  indemnified
against  all  Expenses, judgments, liabilities, fines,  penalties
and   amounts   paid  in  settlement  (including  all   interest,
assessments and other charges paid or payable in connection  with
or  in respect of such Expenses, judgments, fines, penalties  and
amounts  paid in settlement) actually and reasonably incurred  by
Indemnitee or on his behalf in connection with such Proceeding or
any  claim, issue or matter therein, if Indemnitee acted in  good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed to the best interests of the Company and, in the case  of
a  criminal  Proceeding, had no reasonable cause to believe  that
his conduct was unlawful.

4.   Indemnity in Proceedings by or in the Right of the Company.
The Company shall indemnify and hold harmless Indemnitee in
accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant
(as a witness or otherwise) in any Proceeding by or in the right
of the Company to procure a judgment in its favor.  Pursuant to
this Section 4, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf
in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company.  No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as
to which Indemnitee shall have been finally adjudged by a court
to be liable to the Company, unless and only to the extent that
any court in which the Proceeding was brought or the New York
Courts shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to
indemnification.

5.   Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. Notwithstanding any other provisions of this
Agreement, to the extent that Indemnitee is a party to (or a
participant in) and is successful, on the merits or otherwise, in
any Proceeding or in defense of any claim, issue or matter
therein, in whole or in part, the Company shall indemnify and
hold harmless Indemnitee against all Expenses actually and
reasonably incurred by him in connection therewith.  If
Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the
Company shall indemnify and hold harmless Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or
matter.  If the Indemnitee is not wholly successful in such
Proceeding, the Company also shall indemnify and hold harmless
Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue, or
matter on which the Indemnitee was successful.  For purposes of
this Section 5 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as
to such claim, issue or matter.

6.   Indemnification For Expenses of a Witness.  Notwithstanding
any other provision of this Agreement, to the extent that
Indemnitee is, by reason of his Corporate Status, a witness in
any Proceeding to which Indemnitee is not a party, he shall be
indemnified and held harmless against all Expenses actually and
reasonably incurred by him or on his behalf in connection
therewith.

7.   Additional Indemnification.

(a)  Notwithstanding any limitation in Sections 3, 4 or 5, the
Company   shall   indemnify  and  hold  harmless  Indemnitee   if
Indemnitee is a party to or threatened to be made a party to  any
Proceeding  (including a Proceeding by or in  the  right  of  the
Company to procure a judgment in its favor) against all Expenses,
judgments,  fines,  penalties  and  amounts  paid  in  settlement
(including  all interest, assessments and other charges  paid  or
payable  in  connection  with or in  respect  of  such  Expenses,
judgments,  fines,  penalties  and amounts  paid  in  settlement)
actually and reasonably incurred by Indemnitee in connection with
the  Proceeding.  No indemnity shall be made under  this  Section
7(a)  on  account  of  Indemnitee's conduct which  constitutes  a
breach  of  Indemnitee's duty of loyalty to the  Company  or  its
stockholders or is an act or omission not in good faith or  which
involves  intentional misconduct or a knowing  violation  of  the
law.

(b)  Notwithstanding any limitation in Sections 3, 4, 5 or 7(a),
the  Company  shall  indemnify and hold  harmless  Indemnitee  if
Indemnitee is a party to or threatened to be made a party to  any
Proceeding  (including a Proceeding by or in  the  right  of  the
Company to procure a judgment in its favor) against all Expenses,
judgments,  fines,  penalties  and  amounts  paid  in  settlement
(including  all interest, assessments and other charges  paid  or
payable  in  connection  with or in  respect  of  such  Expenses,
judgments,  fines,  penalties  and amounts  paid  in  settlement)
actually and reasonably incurred by Indemnitee in connection with
the Proceeding.

8.   Contribution in the Event of Joint Liability.

(a)  To the fullest extent permissible under applicable law, if
the indemnification and hold harmless rights provided for in this
Agreement are unavailable to Indemnitee in whole or in  part  for
any  reason whatsoever, the Company, in lieu of indemnifying  and
holding  harmless Indemnitee, shall pay, in the  first  instance,
the  entire amount incurred by Indemnitee, whether for judgments,
liabilities,  fines, penalties, amounts paid or  to  be  paid  in
settlement and/or for Expenses, in connection with any Proceeding
without  requiring Indemnitee to contribute to such payment,  and
the   Company  hereby  waives  and  relinquishes  any  right   of
contribution it may have at any time against Indemnitee.

(b)  The Company shall not enter into any settlement of any
Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted
against Indemnitee.

(c)  The Company hereby agrees to fully indemnify and hold
harmless Indemnitee from any claims for contribution which may be
brought by officers, directors or employees of the Company other
than an Indemnitee who may be jointly liable with Indemnitee.

9.    Exclusions.   Notwithstanding any  provision  in  this
Agreement,  the  Company  shall  not  be  obligated  under   this
Agreement to make any indemnity in connection with any claim made
against Indemnitee:

(a)  for which payment has actually been received by or on behalf
of  Indemnitee  under  any insurance policy  or  other  indemnity
provision,  except with respect to any excess beyond  the  amount
actually   received   under  any  insurance   policy,   contract,
agreement, other indemnity provision or otherwise;

(b)  for an accounting of profits made from the purchase and sale
(or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act or
similar provisions of state statutory law or common law; or

(c)  except as otherwise provided in Sections 14(e)-(f) hereof,
prior to a Change in Control, in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board
authorized the Proceeding (or any part of any Proceeding) prior
to its initiation; or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers
vested in the Company under applicable law.

10.  Advances of Expenses; Defense of Claim.

(a)  Notwithstanding any provision of this Agreement to the
contrary, and to the fullest extent permitted by applicable  law,
the Company shall advance the Expenses incurred by Indemnitee (or
reasonably  expected by Indemnitee to be incurred  by  Indemnitee
within three (3) months) in connection with any Proceeding within
ten (10) days after the receipt by the Company of a statement  or
statements  requesting such advances from time to  time,  whether
prior  to or after final disposition of any Proceeding.  Advances
shall  be  unsecured and interest free.  Advances shall  be  made
without regard to Indemnitee's ability to repay the Expenses  and
without   regard   to   Indemnitee's  ultimate   entitlement   to
indemnification  under the other provisions  of  this  Agreement.
Advances  shall include any and all reasonable Expenses  incurred
pursuing  a  Proceeding  to enforce this  right  of  advancement,
including  Expenses incurred preparing and forwarding  statements
to  the  Company to support the advances claimed.  The Indemnitee
shall  qualify for advances, to the fullest extent  permitted  by
applicable  law,  solely upon the execution and delivery  to  the
Company   of   an  undertaking  providing  that  the   Indemnitee
undertakes  to  repay  the  advance to  the  extent  that  it  is
ultimately  determined  that Indemnitee is  not  entitled  to  be
indemnified  by  the  Company  under  the  provisions   of   this
Agreement,  the  Articles  of  Incorporation  or  Bylaws  of  the
Company, applicable law or otherwise.

(b)  The Company will be entitled to participate in the
Proceeding at its own expense.

(c)  The Company shall not settle any action, claim or Proceeding
(in  whole  or in part) which would impose any Expense, judgment,
fine,  penalty  or  limitation  on  the  Indemnitee  without  the
Indemnitee's prior written consent.

11.    Procedure   for  Notification  and  Application   for
Indemnification.

(a)  Indemnitee agrees to notify promptly the Company in writing
upon   being   served  with  any  summons,  citation,   subpoena,
complaint, indictment, information or other document relating  to
any  Proceeding or matter which may be subject to indemnification
or  advancement  of Expenses covered hereunder.  The  failure  of
Indemnitee to so notify the Company shall not relieve the Company
of  any obligation which it may have to the Indemnitee under this
Agreement, or otherwise.

(b)  Indemnitee may deliver to the Company a written application
to indemnify and hold harmless Indemnitee in accordance with this
Agreement.  Such application(s) may be delivered from time to
time and at such time(s) as Indemnitee deems appropriate in his
or her sole discretion.  Following such a written application for
indemnification by Indemnitee, the Indemnitee's entitlement to
indemnification shall be determined according to Section 12(a) of
this Agreement.

12.  Procedure Upon Application for Indemnification.

(a)  A determination, if required by applicable law, with respect
to  Indemnitee's entitlement to indemnification shall be made  in
the specific case by one of the following methods, which shall be
at  the  election  of Indemnitee:  (i) by a majority  vote  of  a
quorum  of  the  Board consisting of Disinterested Directors;  or
(ii) by Independent Counsel in a written opinion to the Board,  a
copy  of  which  shall be delivered to Indemnitee.   The  Company
promptly  will advise Indemnitee in writing with respect  to  any
determination   that  Indemnitee  is  or  is  not   entitled   to
indemnification, including a description of any reason  or  basis
for  which  indemnification  has  been  denied.   If  it  is   so
determined   that  Indemnitee  is  entitled  to  indemnification,
payment  to  Indemnitee shall be made within ten (10) days  after
such  determination.  Indemnitee shall reasonably cooperate  with
the  person,  persons  or entity making such  determination  with
respect to Indemnitee's entitlement to indemnification, including
providing  to  such  person, persons or  entity  upon  reasonable
advance  request any documentation or information  which  is  not
privileged  or otherwise protected from disclosure and  which  is
reasonably  available to Indemnitee and reasonably  necessary  to
such  determination.  Any costs or Expenses (including attorneys'
fees  and disbursements) incurred by Indemnitee in so cooperating
with  the  person,  persons or entity making  such  determination
shall  be borne by the Company (irrespective of the determination
as  to  Indemnitee's  entitlement  to  indemnification)  and  the
Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.

(b)   In the event the determination of entitlement  to
indemnification is to be made by Independent Counsel pursuant  to
Section  12(a) hereof, the Independent Counsel shall be  selected
as provided in this Section 12(b).  The Independent Counsel shall
be  selected by Indemnitee (unless Indemnitee shall request  that
such  selection be made by the Board), and Indemnitee shall  give
written notice to the Company advising it of the identity of  the
Independent   Counsel  so  selected  and  certifying   that   the
Independent  Counsel  so  selected  meets  the  requirements   of
"Independent Counsel" as defined in Section 2 of this  Agreement.
If  the Independent Counsel is selected by the Board, the Company
shall  give  written  notice to Indemnitee advising  him  of  the
identity  of  the Independent Counsel so selected and  certifying
that  the  Independent Counsel so selected meets the requirements
of  "Independent  Counsel"  as  defined  in  Section  2  of  this
Agreement.   In either event, Indemnitee or the Company,  as  the
case  may be, may, within ten (10) days after such written notice
of  selection shall have been received, deliver to the Company or
to  Indemnitee, as the case may be, a written objection  to  such
selection; provided, however, that such objection may be asserted
only  on the ground that the Independent Counsel so selected does
not meet the requirements of "Independent Counsel" as defined  in
Section  2  of this Agreement, and the objection shall set  forth
with particularity the factual basis of such assertion.  Absent a
proper and timely objection, the person so selected shall act  as
Independent  Counsel.  If such written objection is so  made  and
substantiated, the Independent Counsel so selected may not  serve
as  Independent  Counsel  unless  and  until  such  objection  is
withdrawn  or  a  court of competent jurisdiction has  determined
that  such  objection is without merit.  If, within  twenty  (20)
days  after  submission by Indemnitee of a  written  request  for
indemnification pursuant to Section 11(a) hereof, no  Independent
Counsel shall have been selected and not objected to, either  the
Company  or  Indemnitee  may petition the  New  York  Courts  for
resolution  of any objection which shall have been  made  by  the
Company  or  Indemnitee to the other's selection  of  Independent
Counsel  and/or for the appointment as Independent Counsel  of  a
person  selected  by  the New York Courts, and  the  person  with
respect  to whom all objections are so resolved or the person  so
appointed  shall act as Independent Counsel under  Section  12(a)
hereof.  Upon the due commencement of any judicial proceeding  or
arbitration   pursuant  to  Section  14(a)  of  this   Agreement,
Independent  Counsel  shall be discharged  and  relieved  of  any
further   responsibility  in  such  capacity  (subject   to   the
applicable standards of professional conduct then prevailing).

(c)  The Company agrees to pay the reasonable fees and expenses
of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.

13.  Presumptions and Effect of Certain Proceedings.

(a)  In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or  entity  making
such  determination shall presume that Indemnitee is entitled  to
indemnification under this Agreement if Indemnitee has  submitted
a request for indemnification in accordance with Section 11(b) of
this Agreement, and the Company shall have the burden of proof to
overcome  that presumption in connection with the making  by  any
person,  persons or entity of any determination contrary to  that
presumption.   Neither the failure of the Company  (including  by
its   directors   or  Independent  Counsel)  to   have   made   a
determination prior to the commencement of any action pursuant to
this   Agreement   that  indemnification   is   proper   in   the
circumstances because Indemnitee has met the applicable  standard
of conduct, nor an actual determination by the Company (including
by  its directors or Independent Counsel) that Indemnitee has not
met  such  applicable standard of conduct, shall be a defense  to
the  action or create a presumption that Indemnitee has  not  met
the applicable standard of conduct.

(b)  If the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to
indemnification shall 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 final judicial determination that any
or all such indemnification is expressly prohibited under
applicable law; provided, however, that such 30-day period may be
extended for a reasonable time, not to exceed an additional
fifteen (15) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in
good faith requires such additional time for the obtaining or
evaluating of documentation and/or information relating thereto.

(c)  The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of
itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not
act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Company or,
with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that his conduct was unlawful.

(d)  For purposes of any determination of good faith, Indemnitee
shall  be  deemed  to  have acted in good faith  if  Indemnitee's
action  is  based  on  the records or books  of  account  of  the
Enterprise,  including financial statements,  or  on  information
supplied to Indemnitee by the officers of the Enterprise  in  the
course of their duties, or on the advice of legal counsel for the
Enterprise or on information or records given or reports made  to
the  Enterprise by an independent certified public accountant  or
by  an appraiser or other expert selected by the Enterprise.  The
provisions  of  this  Section 13(d) shall not  be  deemed  to  be
exclusive or to limit in any way the other circumstances in which
the  Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.

(e)  The knowledge and/or actions, or failure to act, of any
other director, officer, trustee, partner, managing member,
fiduciary, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to
indemnification under this Agreement.

14.  Remedies of Indemnitee.

(a)  In the event that (i) a determination is made pursuant to
Section  12 of this Agreement that Indemnitee is not entitled  to
indemnification  under  this  Agreement;  (ii)   advancement   of
Expenses, to the fullest extent permitted by applicable  law,  is
not  timely made pursuant to Section 10 of this Agreement;  (iii)
no  determination  of entitlement to indemnification  shall  have
been  made  pursuant  to Section 12(a) of this  Agreement  within
thirty (30) days after receipt by the Company of the request  for
indemnification;  (iv)  payment of indemnification  is  not  made
pursuant to Section 5, 6, 7 or the last sentence of Section 12(a)
of  this  Agreement  within ten (10) days after  receipt  by  the
Company of a written request therefor; (v) a contribution payment
is  not  made in a timely manner pursuant to Section  8  of  this
Agreement or (vi) payment of indemnification pursuant to  Section
3 or 4 of this Agreement is not made within ten (10) days after a
determination  has  been  made that  Indemnitee  is  entitled  to
indemnification, Indemnitee shall be entitled to an  adjudication
by  the New York Courts to such indemnification, contribution  or
advancement  of  Expenses.   Alternatively,  Indemnitee,  at  his
option,  may  seek an award in arbitration to be conducted  by  a
single arbitrator pursuant to the Commercial Arbitration Rules of
the  American  Arbitration  Association.   Except  as  set  forth
herein,  the  provisions  of Nevada law (without  regard  to  its
conflict of laws rules) shall apply to any such arbitration.  The
Company  shall  not oppose Indemnitee's right to  seek  any  such
adjudication or award in arbitration.

(b)  In the event that a determination shall have been made
pursuant to Section 12(a) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 14 shall be
conducted in all respects as a de novo trial, or arbitration, on
the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination.  In any judicial proceeding or
arbitration commenced pursuant to this Section 14, Indemnitee
shall be presumed to be entitled to indemnification under this
Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be, and the Company may not refer to or
introduce into evidence any determination pursuant to Section
12(a) of this Agreement adverse to Indemnitee for any purpose.
If Indemnitee commences a judicial proceeding or arbitration
pursuant to this Section 14, Indemnitee shall not be required to
reimburse the Company for any advances pursuant to Section 10
until a final determination is made with respect to Indemnitee's
entitlement to indemnification (as to which all rights of appeal
have been exhausted or lapsed).

(c)  If a determination shall have been made pursuant to
Section 12(a) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination
in any judicial proceeding or arbitration commenced pursuant to
this Section 14, 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 applicable law.

(d)  The Company shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this
Section 14 that the procedures and presumptions of this Agreement
are not valid, binding and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.

(e)  The Company shall indemnify and hold harmless Indemnitee to
the fullest extent permitted by law against all Expenses and, if
requested by Indemnitee, shall (within ten (10) days after the
Company's receipt of such written request) advance to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses
which are incurred by Indemnitee in connection with any judicial
proceeding or arbitration brought by Indemnitee (i) to enforce
his rights under, or to recover damages for breach of, this
Agreement or any other indemnification, advancement or
contribution agreement or provision of the Company's Articles of
Incorporation or Bylaws now or hereafter in effect; or (ii) for
recovery or advances under any insurance policy maintained by any
person for the benefit of Indemnitee, regardless of whether
Indemnitee ultimately is determined to be entitled to such
indemnification, advance, contribution or insurance recovery, as
the case may be.

(f)  Interest shall be paid by the Company to Indemnitee at the
legal rate under Nevada law for amounts which the Company
indemnifies or is obliged to indemnify for the period commencing
with the date on which Indemnitee requests indemnification,
contribution,  reimbursement or advancement of any Expenses and
ending with the date on which such payment is made to Indemnitee
by the Company.

15.  Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)  The rights of indemnification and to receive advancement of
Expenses  as  provided  by this Agreement  shall  not  be  deemed
exclusive of any other rights to which Indemnitee may at any time
be  entitled  under  applicable law, the  Company's  Articles  of
Incorporation or Bylaws, any agreement, a vote of stockholders or
a   resolution   of  directors,  or  otherwise.   No   amendment,
alteration or repeal of this Agreement or of any provision hereof
shall  limit  or  restrict  any right of  Indemnitee  under  this
Agreement  in  respect of any action taken  or  omitted  by  such
Indemnitee  in  his  Corporate Status prior  to  such  amendment,
alteration  or repeal.  To the extent that a change in applicable
law,  whether  by  statute or judicial decision, permits  greater
indemnification or advancement of Expenses than would be afforded
currently under the Company's Articles of Incorporation or Bylaws
or  this  Agreement, it is the intent of the parties hereto  that
Indemnitee shall enjoy by this Agreement the greater benefits  so
afforded by such change.  No right or remedy herein conferred  is
intended to be exclusive of any other right or remedy, and  every
other  right  and remedy shall be cumulative and in  addition  to
every  other right and remedy given hereunder or now or hereafter
existing  at  law  or in equity or otherwise.  The  assertion  or
employment of any right or remedy hereunder, or otherwise,  shall
not  prevent the concurrent assertion or employment of any  other
right or remedy.

(b)  The NRS and the Company's Articles of Incorporation and
Bylaws permit the Company to purchase and maintain insurance or
furnish similar protection or make other arrangements including,
but not limited to, providing a trust fund, letter of credit, or
surety bond ("Indemnification Arrangements") on behalf of
Indemnitee against any liability asserted against him or incurred
by or on behalf of him or in such capacity as a director,
officer, employee or agent of the Company, or arising out of his
status as such, whether or not the Company would have the power
to indemnify him against such liability under the provisions of
this Agreement or under the NRS, as it may then be in effect.
The purchase, establishment, and maintenance of any such
Indemnification Arrangement shall not in any way limit or affect
the rights and obligations of the Company or of the Indemnitee
under this Agreement except as expressly provided herein, and the
execution and delivery of this Agreement by the Company and the
Indemnitee shall not in any way limit or affect the rights and
obligations of the Company or the other party or parties thereto
under any such Indemnification Arrangement.

(c)  To the extent that the Company maintains an insurance policy
or   policies   providing  liability  insurance  for   directors,
officers,  trustees,  partners,  managing  members,  fiduciaries,
employees,  or  agents of the Company or of any other  Enterprise
which   such  person  serves  at  the  request  of  the  Company,
Indemnitee  shall  be  covered by  such  policy  or  policies  in
accordance with its or their terms to the maximum extent  of  the
coverage  available  for  any  such director,  officer,  trustee,
partner, managing member, fiduciary, employee or agent under such
policy  or policies.  If, at the time the Company receives notice
from any source of a Proceeding as to which Indemnitee is a party
or  a  participant (as a witness or otherwise), the  Company  has
director  and officer liability insurance in effect, the  Company
shall  give  prompt notice of such Proceeding to the insurers  in
accordance  with  the  procedures set  forth  in  the  respective
policies.   The  Company shall thereafter take all  necessary  or
desirable action to cause such insurers to pay, on behalf of  the
Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.

(d)  In the event of any payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who 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.

(e)  The Company's obligation to indemnify or advance Expenses
hereunder to Indemnitee who is or was serving at the request of
the Company as a director, officer, trustee, partner, managing
member, fiduciary, employee or agent of any other Enterprise
shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of expenses from such
Enterprise.

16.  Duration of Agreement.  All agreements and obligations of
the  Company  contained herein shall continue during  the  period
Indemnitee serves as a director or officer of the Company or as a
director,  officer, trustee, partner, managing member, fiduciary,
employee  or  agent of any other corporation, partnership,  joint
venture,  trust, employee benefit plan or other Enterprise  which
Indemnitee  serves  at  the  request of  the  Company  and  shall
continue thereafter so long as Indemnitee shall be subject to any
possible  Proceeding (including any rights of appeal thereto  and
any Proceeding commenced by Indemnitee pursuant to Section 14  of
this Agreement) by reason of his Corporate Status, whether or not
he  is  acting in any such capacity at the time any liability  or
expense  is  incurred for which indemnification can  be  provided
under this Agreement.

17.  Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever:  (a) the validity, legality and
enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is
not itself invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the
intent of the parties hereto and (c) to the fullest extent
possible, the provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of
this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the
intent manifested thereby.

18.  Enforcement and Binding Effect.

(a)  The Company expressly confirms and agrees that it has
entered  into this Agreement and assumed the obligations  imposed
on  it  hereby  in  order  to induce Indemnitee  to  serve  as  a
director, officer or key employee of the Company, and the Company
acknowledges  that Indemnitee is relying upon this  Agreement  in
serving as a director, officer or key employee of the Company.

(b)  Without limiting any of the rights of Indemnitee under the
Articles of Incorporation or Bylaws of the Company as they may be
amended from time to time, this Agreement constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties
hereto with respect to the subject matter hereof.

(c)  The indemnification and advancement of expenses provided by
or  granted pursuant to this Agreement shall be binding upon  and
be  enforceable  by  the  parties  hereto  and  their  respective
successors   and  assigns  (including  any  direct  or   indirect
successor by purchase, merger, consolidation or otherwise to  all
or  substantially all of the business or assets of the  Company),
shall  continue  as  to an Indemnitee who  has  ceased  to  be  a
director,  officer, employee or agent of the Company  or  of  any
other Enterprise at the Company's request, and shall inure to the
benefit  of  Indemnitee  and his or her spouse,  assigns,  heirs,
devisees,   executors   and  administrators   and   other   legal
representatives.

(d)  The Company and Indemnitee agree herein that a monetary
remedy  for breach of this Agreement, at some later date, may  be
inadequate,  impracticable and difficult of  proof,  and  further
agree  that  such  breach may cause Indemnitee irreparable  harm.
Accordingly, the parties hereto agree that Indemnitee may enforce
this  Agreement  by  seeking injunctive  relief  and/or  specific
performance  hereof,  without  any necessity  of  showing  actual
damage  or irreparable harm and that by seeking injunctive relief
and/or  specific  performance Indemnitee shall not  be  precluded
from  seeking or obtaining any other relief to which  he  may  be
entitled.    The  Company  and  Indemnitee  further  agree   that
Indemnitee  shall  be entitled to such specific  performance  and
injunctive   relief,  including  temporary  restraining   orders,
preliminary  injunctions and permanent injunctions,  without  the
necessity  of  posting bonds or other undertaking  in  connection
therewith.   The Company acknowledges that in the  absence  of  a
waiver,  a  bond or undertaking may be required of Indemnitee  by
the  New  York  Courts, and the Company hereby  waives  any  such
requirement of such a bond or undertaking.

19.  Modification and Waiver.  No supplement, modification or
amendment  of this Agreement shall be binding unless executed  in
writing  by  the  parties  hereto.   No  waiver  of  any  of  the
provisions  of this Agreement shall be deemed or shall constitute
a  waiver of any other provisions of this Agreement nor shall any
waiver constitute a continuing waiver.

20.  Notices.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall
be deemed to have been duly given (i) if delivered by hand and
receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third
(3rd) business day after the date on which it is so mailed:

(a)  If to Indemnitee, at the address indicated on the signature
page of this Agreement, or such other address as Indemnitee shall
provide in writing to the Company.

(b)  If to the Company, to:

                    Financial Federal Corporation
                    733 Third Avenue
                    New York, New York  10017
                    Attention:  President

or to any other address as may have been furnished to Indemnitee
in writing by the Company.

21.  Applicable Law and Consent to Jurisdiction.  This Agreement
and  the legal relations among the parties shall be governed  by,
and  construed and enforced in accordance with, the laws  of  the
State  of  Nevada, without regard to its conflict of  laws  rules
that  would result in the application of any law other  than  the
law  of  the  State  of  Nevada.   Except  with  respect  to  any
arbitration commenced by Indemnitee pursuant to Section 14(a)  of
this Agreement, the Company and Indemnitee hereby irrevocably and
unconditionally  (a) agree that any action or proceeding  arising
out of or in connection with this Agreement shall be brought only
in  the  New  York Courts and not in any other state  or  federal
court  in the United States of America or any court in any  other
country;  (b) consent to submit to the exclusive jurisdiction  of
the  New  York  Courts for purposes of any action  or  proceeding
arising  out of or in connection with this Agreement; (c) appoint
irrevocably,  to the extent such party is not a resident  of  the
State  of  Nevada, Capitol Corporate Services,  Inc.,  202  South
Minnesota Street, Carson City, Nevada 89703 as its agent  in  the
State  of  Nevada as such party's agent for acceptance  of  legal
process  in connection with any such action or proceeding against
such  party with the same legal force and validity as  if  served
upon  such party personally within the State of Nevada; (d) waive
any  objection  to  the laying of venue of  any  such  action  or
proceeding in the New York Courts and (e) waive, and agree not to
plead  or  to make, any claim that any such action or  proceeding
brought in the New York Courts has been brought in an improper or
inconvenient forum, or is subject (in whole or in part) to a jury
trial.

22.  Identical Counterparts.  This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall
constitute one and the same Agreement.  Only one such counterpart
signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

23.  Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  The
headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.

     IN  WITNESS WHEREOF, the parties have caused this  Agreement
to be signed as of the day and year first above written.


FINANCIAL FEDERAL CORPORATION      INDEMNITEE


-----------------------------      -------------------------------
By:
Name:                              Name:
Title:                             Address:





By:
Name:
Title: