Exhibit 10.1     Form of Indemnification Agreement


                        CBQ, INC., A COLORADO CORPORATION

ACTION BY BOARD OF DIRECTORS BY UNANIMOUS WRITTEN CONSENT

                           INDEMNIFICATION AGREEMENTS

         Pursuant to Colorado Business Code Act Section 7-108-202,  the Board of
Directors  unanimously  approved and adopted the following  board  resolution on
April __, 2004:

         WHEREAS,  CBQ,  Inc.,  a Colorado  corporation,  (Company)  is a public
corporation with its common stock traded on the OTC Bulletin Board and obligated
to file periodic  reports with the Securities and Exchange  Commission under the
Securities Exchange Act of 1934, and

         WHEREAS,  the Company operates in a current legal  environment in which
shareholder lawsuits against officers and directors are commonplace and, whether
with merit or without merit, a serious threat the ability of public companies to
recruit and retain qualified persons to be directors or officers, and

         WHEREAS,  the Company does not  currently  have  directors and officers
liability insurance, be it

         RESOLVED,  That the  Company's  Board of Directors  hereby  unanimously
adopts and approves the form of Indemnification  Agreement for the directors and
officers of the Company, as set forth in Exhibit One hereto, and

         FURTHER,  RESOLVED,  That  the  Company's  Board  of  Directors  hereby
authorizes  and  directs  the  officers  of the  Company to take all actions and
execute all instruments necessary to cause the form of Indemnification Agreement
as set forth in Exhibit One hereto to be presented  for execution by the Company
and each of the Company's current directors and senior officers; and

         FURTHER,  RESOLVED,  That the Company's  Corporate  Secretary is hereby
authorized  and  directed  to place  an  original,  signed  and  sealed  of this
Resolution in the corporate records.


APPROVED BY:

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Howard Ullman, Chairman and CEO/President

Date:  April _____, 2004

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Cora Wong, Director

Date: April ____, 2004

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Jeffrey Postal, Director

Date: April ___, 2004

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Laurie Holtz, Director

Date: April ___, 2004


I,  ___________________________,  Corporate  Secretary  of the  Company,  hereby
attest that the foregoing  written consent was approved by each of the directors
of the Company.

-------------------------------------
Signature


Date:  April ___, 2004


                 EXHIBIT ONE: FORM OF INDEMNIFICATION AGREEMENT


                            INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (this "Agreement"), made and entered into as
of the 16th day of April, 2004, by and between CBQ, Inc., a Colorado corporation
(the  "Corporation"),   and___________________________________   ("Indemnitee").
Corporation  and Indemnitee may  hereinafter  be referred to  individually  as a
"party" and collectively as the "parties".

                              W I T N E S S E T H:

     WHEREAS,  it is  essential  to the  Corporation  to retain  and  attract as
officers the most capable persons available; and

     WHEREAS, the Indemnitee is an officer or director of the Corporation; and

     WHEREAS,  both  the  Corporation  and  Indemnitee  recognize  the  risk  of
litigation and other claims being asserted against officers of public companies;
and

     WHEREAS,  in recognition of Indemnitee's  need for  substantial  protection
against  personal  liability  in  order to  maintain  continued  service  to the
Corporation  in an  effective  manner and to provide  Indemnitee  with  specific
contractual  assurance that the protection  will be available to the Indemnitee,
the Corporation  desires to provide in this Agreement for the indemnification of
and the  advancement  of expenses to Indemnitee to the full extent  permitted by
law, as set forth in this Agreement.

     NOW  THEREFORE,  in  consideration  of the premises  and mutual  agreements
contained herein,  including  Indemnitee's continued service to the Corporation,
the sufficiency of which consideration is hereby acknowledged by each party, the
Corporation and Indemnitee hereby agree as follows:

     Section 1. DEFINITIONS. The following terms, as used herein, shall have the
following respective meanings:

     "C.B.C.A."  means the Colorado  Business  Corporation  Act, as currently in
effect or as amended from time to time.

     "Change In Control" means a change in control of the Corporation  after the
date of this  Agreement  in any one of the  following  circumstances:  (a) there
shall have  occurred  an event that would be required to be reported in response
to Item 6(e) of Schedule  14A of  Regulation  14A (or in response to any similar
item on any similar schedule or form) promulgated under the Securities  Exchange
Act of 1934, as amended (the "Exchange Act"),  whether or not the Corporation is
then subject to such  reporting  requirement;  (b) any "person" (as such term is
used in Sections  13(d) and 14(d) of the Exchange Act) (an  "Acquiring  Person")
shall have  become the  "beneficial  owner" (as  defined in Rule 13d-3 under the
Exchange  Act),  directly  or  indirectly,  of  securities  of  the  Corporation
representing 20% or more of the combined voting power of the Corporation's  then
outstanding voting securities (a "Share Acquisition");  (c) the Corporation is a
party to a merger, consolidation,  sale of assets or other reorganization,  or a
proxy  contest,  as a consequence  of which members of the Board of Directors in
office  immediately  prior to such  transaction or event  constitute less than a
majority of the Board of Directors  thereafter;  or (d) during any period of two
consecutive  years,  individuals who at the beginning of such period constituted
the  Board of  Directors  including  for this  purpose  any new  director  whose
election or  nomination  for  election  by the  Corporation's  stockholders  was
approved by a vote of at least  two-thirds of the directors then still in office
who were  directors at the  beginning  of such  period)  cease for any reason to
constitute  at least a majority of the Board of  Directors;  PROVIDED,  HOWEVER,
that an event  described  in  clause  (a) or (b) shall not be deemed a Change In
Control if such event is  approved,  prior to its  occurrence  or within 60 days
thereafter,  by at least  two-thirds of the members of the Board of Directors in
office  immediately  prior to such occurrence.  In addition to the foregoing,  a
Change In Control shall be deemed to have occurred if, after the occurrence of a
Share  Acquisition  that has been approved by a two-thirds  vote of the Board as
contemplated  in the proviso to the preceding  sentence,  the  Acquiring  Person
shall have become the beneficial owner, directly or indirectly, of securities of
the  Corporation  representing  an additional 5% or more of the combined  voting
power of the  Corporation's  then outstanding  voting  securities (a "Subsequent
Share  Acquisition")  without  the  approval  prior  thereto  or  within 60 days
thereafter  of at least  two-thirds of the members of the Board of Directors who
were in office  immediately  prior to such Subsequent Share Acquisition and were
not appointed,  nominated or recommended by, and do not otherwise  represent the
interests of, the Acquiring Person on the Board. Each subsequent  acquisition by
an Acquiring Person of securities of the Corporation  representing an additional
5% or more of the combined voting power of the  Corporation's  then  outstanding
voting  securities shall also constitute a Subsequent  Share  Acquisition (and a
Change In Control unless approved as contemplated by the preceding  sentence) if
the  approvals  contemplated  by this  paragraph  were given with respect to the
initial Share  Acquisition and all prior Subsequent  Share  Acquisitions by such
Acquiring  Person.  The  Board  approvals  contemplated  by  the  two  preceding
sentences and by the proviso to the first sentence of this paragraph may contain
such  conditions  as the members of the Board  granting  such  approval may deem
advisable and  appropriate,  the subsequent  failure or violation of which shall
result in the  rescission  of such  approval and cause a Change In Control to be
deemed to have  occurred as of the date of the Share  Acquisition  or Subsequent
Share Acquisition,  as the case may be.  Notwithstanding the foregoing, a Change
In Control  shall not be deemed to have  occurred  for purposes of clause (b) of
the first  sentence  of this  paragraph  with  respect to any  Acquiring  Person
meeting the requirements of clauses (i) and (ii) of Rule 13d-l(b)(1) promulgated
under the Exchange Act.

     "Expenses"  shall include  reasonable  attorneys'  fees,  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 of the types
customarily  incurred in connection with  prosecuting,  defending,  preparing to
prosecute  or defend,  investigating  or being or preparing to be a witness in a
Proceeding.

     "Independent  Counsel"  means a law firm, or member of a law firm,  that is
experienced in matters of corporation  law and neither  presently is, nor in the
five years previous to his or her selection or appointment has been, retained to
represent:  (a) the  Corporation or Indemnitee in any matter  material to either
such  party,  (b) any other party to the  Proceeding  giving rise to a claim for
indemnification  hereunder or (c) the beneficial owners, directly or indirectly,
of securities of the Corporation  representing 5% or more of the combined voting
power of the Corporation's then outstanding voting securities.

     "Matter" is a claim, a material issue, or a substantial request for relief.

     "Proceeding"  includes any threatened,  pending or completed action,  suit,
arbitration,    alternate   dispute   resolution    mechanism,    investigation,
administrative  hearing  or  any  other  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  and whether  formal or  informal,  including
without  limitation  one initiated by Indemnitee  pursuant to Section 10 of this
Agreement to enforce his rights under this Agreement.

     Section 2.  INDEMNIFICATION.  The Corporation shall indemnify,  and advance
Expenses to,  Indemnitee to the fullest  extent  permitted by applicable  law in
effect on the date of the  effectiveness of this Agreement,  and to such greater
extent as  applicable  law may  thereafter  permit.  The  rights  of  Indemnitee
provided under the preceding sentence shall include,  but not be limited to, the
right to be indemnified to the fullest extent permitted by Section  7-109-102(4)
and (5) of the C.B.C.A. in Proceedings by or in the right of the Corporation and
to the fullest extent permitted by Section  7-109-102(1)-(3)  of the C.B.C.A. in
all other Proceedings,  in each case as permitted by Section 7-109-107(b) of the
C.B.C.A.  To the fullest  extent  permitted by applicable  law, such right to be
indemnified shall survive and continue following the termination of Indemnitee's
service as an Indemnitee of the Corporation, with respect to conduct and actions
taken, and decisions made, by Indemnitee in his capacity as an Indemnitee of the
Corporation.  The  provisions  set forth below in this Agreement are provided in
furtherance,  and not by way of limitation, of the obligations expressed in this
Section 2.

     Section 3. EXPENSES RELATED TO PROCEEDINGS.  If Indemnitee is, by reason of
his or her status as an Indemnitee of the  Corporation,  a witness in or a party
to and is successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified  against all Expenses actually and reasonably  incurred by him or on
his behalf in connection  therewith.  If Indemnitee is not wholly  successful in
such Proceeding but is successful,  on the merits or otherwise, as to any Matter
in such  Proceeding,  the  Corporation  shall indemnify  Indemnitee  against all
expenses  actually and reasonably  incurred by him or on his behalf  relating to
each Matter.  The  termination  of any Matter in such a Proceeding by dismissal,
with or without prejudice,  shall be deemed to be a successful result as to such
Matter.

     Section 4. ADVANCEMENT OF EXPENSES.  The Corporation shall pay or reimburse
Indemnitee  for the  Expenses  incurred  by  Indemnitee  in advance of the final
disposition  of a  Proceeding  within ten days after  Indemnitee  requests  such
payment or  reimbursement,  to the fullest  extent  permitted by, and subject to
compliance with, Sections 7-109-104 and 7-109-107(b) of the C.B.C.A.

     Section  5.  REQUEST  FOR   INDEMNIFICATION.   To  obtain   indemnification
Indemnitee  shall  submit  to  the  Corporation  a  written  request  with  such
information  as is  reasonably  available to  Indemnitee.  The  Secretary of the
Corporation shall promptly advise the Board of Directors of such request.

     Section  6.  DETERMINING  ENTITLEMENT  TO  INDEMNIFICATION  IF NO CHANGE IN
CONTROL.  If there has been no Change In  Control  at the time the  request  for
Indemnification is sent,  Indemnitee 's entitlement to indemnification  shall be
determined  in  accordance  with  Sections  7-109-106  and  7-109-107(b)  of the
C.B.C.A.  If entitlement to  indemnification  is to be determined by Independent
Counsel,  the  Corporation  shall furnish  notice to Indemnitee  within ten days
after receipt of the request for  indemnification,  specifying  the identity and
address of Independent Counsel.  Indemnitee may, within 14 days after receipt of
such written notice of selection, deliver to the Corporation a written objection
to such  selection.  Such  objection may be asserted only on the ground that the
Independent  Counsel so selected does not meet the  requirements  of Independent
Counsel and the objection shall set forth with  particularity  the factual basis
of such  assertion.  If there is an  objection to the  selection of  Independent
Counsel,  either  the  Corporation  or  Indemnitee  may  petition  any  court of
competent  jurisdiction  for a  determination  that the  objection  is without a
reasonable  basis and/or for the appointment of Independent  Counsel selected by
the court.

     Section 7. DETERMINING ENTITLEMENT TO INDEMNIFICATION IF CHANGE IN CONTROL.
If  there  has  been  a  Change  In  Control  at  the  time  the   request   for
indemnification is sent,  Indemnitee's  entitlement to indemnification  shall be
determined  in  a  written  opinion  by  Independent  Counsel  selected  by  the
Indemnitee. Indemnitee shall give the Corporation written notice advising of the
identity and address of the  Independent  Counsel so selected.  The  Corporation
may,  within  seven days  after  receipt of such  written  notice of  selection,
deliver to Indemnitee a written  objection to such  selection.  Indemnitee  may,
within  five days after the  receipt  of such  objection  from the  Corporation,
submit the name of another  Independent  Counsel and the Corporation may, within
seven  days  after  receipt  of such  written  notice of  selection,  deliver to
Indemnitee a written  objection to such  selection.  Any objection is subject to
the  limitations  in Section 6 of this  Agreement.  Indemnitee  may petition any
court of  competent  jurisdiction  for a  determination  that the  Corporation's
objection to the first and/or second selection of Independent Counsel is without
a reasonable basis and/or for the appointment as Independent Counsel of a person
selected by the court.

     Section 8. PROCEDURES OF INDEPENDENT COUNSEL. If there has been a Change In
Control before the time the request for  indemnification  is sent by Indemnitee,
Indemnitee  shall be presumed  (except as otherwise  expressly  provided in this
Agreement) to be entitled to  indemnification  upon  submission of a request for
indemnification  in accordance with Section 5 of this Agreement,  and thereafter
the  Corporation  shall have the burden of proof to overcome the  presumption in
reaching a determination  contrary to the presumption.  The presumption shall be
used by  Independent  Counsel as a basis for a  determination  of entitlement to
indemnification  unless  the  Corporation  provides  information  sufficient  to
overcome such presumption by clear and convincing evidence or the investigation,
review and analysis of  Independent  Counsel  convinces  him or her by clear and
convincing evidence that the presumption should not apply.

     Except  in  the   event   that  the   determination   of   entitlement   to
indemnification is to be made by Independent  Counsel,  if the person or persons
empowered  under Section 6 or 7 of this  Agreement to determine  entitlement  to
indemnification  shall not have made and  furnished to  Indemnitee  in writing a
determination  within 60 days after  receipt by the  Corporation  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  unless Indemnitee  knowingly  misrepresented a material fact in
connection  with the  request for  indemnification  or such  indemnification  is
prohibited by law. The  termination of any Proceeding or of any 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 (a)  Indemnitee did not act in good faith and in a
manner  that he  reasonably  believed,  in the case of conduct  in his  official
capacity as an Indemnitee of the Corporation, to be in the best interests of the
Corporation  or in all other  cases that his conduct was at least not opposed to
the  Corporation's  best  interests,   or  (b)  with  respect  to  any  criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

     Section 9. EXPENSES OF INDEPENDENT  COUNSEL.  The Corporation shall pay any
and all reasonable  fees and expenses of  Independent  Counsel  incurred  acting
pursuant  to this  Agreement  and in any  proceeding  to  which it is a party or
witness in respect of its  investigation  and  written  report and shall pay all
reasonable  fees  and  expenses   incident  to  the  procedures  in  which  such
Independent Counsel was selected or appointed.  No Independent Counsel may serve
if a timely  objection  has been made to his or her  selection  until a court as
determined that such objection is without a reasonable basis.

     Section 10. TRIAL DE NOVO.  In the event that (a) a  determination  is made
pursuant to Section 6 or 7 of this Agreement that  Indemnitee is not entitled to
indemnification under this Agreement,  (b) advancement of Expenses is not timely
made pursuant to Section 4 of this Agreement,  (c)  Independent  Counsel has not
made and delivered a written opinion determining the request for indemnification
(i) within 90 days after being  appointed by a court,  (ii) within 90 days after
objections  to his or her  selection  have  been  overruled  by a court or (iii)
within 90 days after the time for the Corporation or Indemnitee to object to his
or her selection or (d) payment of  indemnification is not made within five days
after a determination of entitlement to indemnification  has been made or deemed
to have been made  pursuant to Section 6, 7 or 8 of this  Agreement,  Indemnitee
shall be entitled to an adjudication  in any court of competent  jurisdiction of
his entitlement to such indemnification or advancement of Expenses. In the event
that a  determination  shall have been made that  Indemnitee  is not entitled to
indemnification,  any judicial proceeding (including any arbitration)  commenced
pursuant  to this  Section 10 shall be  conducted  in all  respects as a DE NOVO
trial on the merits,  and Indemnitee  shall not be prejudiced by reasons of that
adverse  determination.  If a Change In  Control  shall  have  occurred,  in any
judicial proceeding commenced pursuant to this Section 10, the Corporation shall
have the burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses,  as the case may be. If a determination shall have been
made or deemed to have been made that Indemnitee is entitled to indemnification,
the Corporation shall be bound by such determination in any judicial  proceeding
commenced pursuant to this Section 10, or otherwise, unless Indemnitee knowingly
misrepresented   a  material   fact  in   connection   with  the   request   for
indemnification, or such indemnification is prohibited by law.

     The  Corporation   shall  be  precluded  from  asserting  in  any  judicial
proceeding  commenced  pursuant  to this  Section  10 that  the  procedures  and
presumptions of this Agreement are not valid,  binding and enforceable and shall
stipulate in any such court that the  Corporation  is bound by all provisions of
this Agreement. In the event that Indemnitee, pursuant to this Section 10, seeks
a judicial  adjudication  to enforce his rights under, or to recover damages for
breach of, this  Agreement,  Indemnitee  shall be  entitled to recover  from the
Corporation,  and shall be indemnified by the Corporation  against,  any and all
Expenses actually and reasonably incurred by him in such judicial  adjudication,
but  only if he or she  prevails  therein.  If it shall  be  determined  in such
judicial adjudication that Indemnitee is entitled to receive part but not all of
the  indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial  adjudication  shall nevertheless be
paid by the Corporation.

     Section 11.  NON-EXCLUSIVITY.  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  Certificate  of  incorporation,  Bylaws,  a vote of
stockholders,  a resolution of the Board of Directors or otherwise. No amendment
or modification of this Agreement or any provision  hereof shall be effective as
to Indemnitee for acts, events and circumstances  that occurred,  in whole or in
part,  before such amendment or  modification.  The provisions of this Agreement
shall continue as to Indemnitee notwithstanding any termination of his status as
an  Indemnitee of the  Corporation  and shall inure to the benefit of his heirs,
executors and administrators.

     Section  12.  INSURANCE  AND  SUBROGATION.  To the extent  the  Corporation
maintains an insurance  policy or policies  providing  liability  insurance  for
directors  or  officers  of  the  Corporation  or  of  any  other   corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which such person serves at the request of the Corporation,  Indemnitee shall be
covered by such policy or policies in accordance  with its or their terms to the
maximum extent of coverage  available for any such director or Indemnitee  under
such policy or policies.

     In the event of any payment hereunder,  the Corporation shall be subrogated
to the extent of such payment to all 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
Corporation to bring suit to enforce such rights.

     The  Corporation  shall  not be liable  under  this  Agreement  to make any
payment of amounts otherwise indemnifiable hereunder if, and to the extent that,
Indemnitee  has  otherwise  actually  received  such payment under any insurance
policy, contract, agreement or otherwise.

     Section 13. SEVERABILITY.  If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity,  legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Agreement  shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

     Section 14.    CIRCUMSTANCES WHEN INDEMNITEE IS NOT ENTITLED TO
INDEMNIFICATION.   Indemnitee  shall  not  be  entitled  to  indemnification  or
advancement of Expenses under this Agreement with respect to any Proceeding,  or
any Matter therein, brought or made by Indemnitee against the Corporation, other
than a  Proceeding,  or Matter  therein,  brought by  Indemnitee  to enforce his
rights under this Agreement and in which  Indemnitee is successful,  in whole or
in part.

     Section  15.  NOTICES.  Any  communication  required  or  permitted  to the
Corporation  shall be addressed to the Secretary of the Corporation and any such
communication  to Indemnitee shall be given in writing by depositing the same in
the United States mail, with postage thereon prepaid, addressed to the person to
whom such notice is directed at the address of such person on the records of the
Corporation,  and such  notice  shall be deemed  given at the time when the same
shall be so deposited in the United States mail.

     Section  16.  CHOICE  OF LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND
CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF COLORADO,
WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     Section 17. CONSENT TO  JURISDICTION.  THE  CORPORATION AND INDEMNITEE EACH
HEREBY  IRREVOCABLY  CONSENT TO THE  JURISDICTION  OF THE COURTS OF THE STATE OF
COLORADO  FOR ALL PURPOSES IN  CONNECTION  WITH ANY ACTION OR  PROCEEDING  WHICH
ARISES OUT OF OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY ACTION  INSTITUTED
UNDER THIS  AGREEMENT  SHALL BE BROUGHT ONLY IN THE STATE COURTS OF THE STATE OF
COLORADO.

     Section  18.  AMENDMENT.   No  amendment,   modification,   termination  or
cancellation  of this  Agreement  shall be  effective  unless  made in a writing
signed by each of the parties.

     IN WITNESS  WHEREOF,  the  Corporation  and  Indemnitee  have executed this
Agreement as of the day and year first above written.


CBQ, INC., A COLORADO CORPORATION


By:____________________________________________________

            Name/Title:_______________________________________________


INDEMNITEE:________________________________________________________

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Signature