EX 10.10


    EXHIBIT
      10.10


     

    INDEMNIFICATION
      AGREEMENT

     

    This
      Indemnification Agreement ("Agreement")
      is
      made effective as of ________, 2006, and is entered into by and between
      SONOMAWEST HOLDINGS, INC., a Delaware corporation (the "Company"),
      and
      ____________________________________ ("Indemnitee").
      

     

    RECITALS

     

    A.    The
      Company and Indemnitee recognize the increasing difficulty in obtaining
      directors' and officers' liability insurance, the significant increases in
      the
      cost of such insurance and the general reductions in the coverage of such
      insurance.

     

    B.    The
      Company and Indemnitee further recognize the substantial increase in corporate
      litigation in general, subjecting officers and directors to expensive litigation
      risks at the same time as the availability and coverage of liability insurance
      has been severely limited.

     

    C.    Indemnitee
      does not regard the current protection available as adequate under the present
      circumstances, and Indemnitee and other officers and directors of the Company
      may not be willing to continue to serve as officers and directors without
      additional protection.

     

    D.    The
      Company desires to attract and retain the services of highly qualified
      individuals, such as Indemnitee, to serve as officers and directors of the
      Company and to indemnify its officers and directors so as to provide them with
      the maximum protection permitted by law.

     

    AGREEMENT

     

    NOW,
      THEREFORE, the Company and Indemnitee hereby agree as follows:

     

    1.    INDEMNIFICATION.

     

    (a)    Third
      Party Proceedings.
      The
      Company shall indemnify Indemnitee if Indemnitee is or was a party, or is
      threatened to be made a party to or witness or other participant in, any
      threatened, pending or completed action or proceeding, whether civil, criminal,
      administrative or investigative (a “proceeding”)
      (other
      than a proceeding by or in the right of the Company) by reason of the fact
      that
      Indemnitee is or was a director, officer, employee or agent of the Company,
      or
      any subsidiary of the Company, by reason of any action or inaction on the part
      of Indemnitee while an officer or director or by reason of the fact that
      Indemnitee is or was serving at the request of the Company as a director,
      officer, employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise, against expenses (including attorneys' fees,
      disbursements and retainers, accounting and witness fees, travel and disposition
      costs, expenses of investigations, judicial or administrative proceedings or
      appeals), judgments, fines, penalties, excise taxes under the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”)
      and
      amounts paid in settlement (if such settlement is approved in advance by the
      Company, which approval shall not be unreasonably withheld) actually and
      reasonably incurred by Indemnitee in connection with such proceeding unless
      the
      Company shall establish, in accordance with the procedures described in Section
      2(c) of this Agreement, that Indemnitee did not act in good faith and in a
      manner Indemnitee reasonably believed to be in or not opposed to the best
      interests of the Company, and, with respect to any criminal proceeding, had
      no
      reasonable cause to believe Indemnitee's conduct was unlawful. The termination
      of any proceeding by judgment, order, settlement, conviction, or upon a plea
      of
nolo
      contendere or
      its
      equivalent, shall not, of itself, create a presumption that (i) Indemnitee
      did
      not act in good faith and in a manner which Indemnitee reasonably believed
      to be
      in, or not opposed to, the best interests of the Company, or (ii) with respect
      to any criminal proceeding, Indemnitee had no reasonable cause to believe that
      Indemnitee's conduct was unlawful.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)    Proceedings
      By or in the Right of the Company.
      The
      Company shall indemnify Indemnitee if Indemnitee was or is a party to or witness
      or other participant in, or is threatened to be made a party to or witness
      or
      other participant in, any proceeding by or in the right of the Company or any
      subsidiary of the Company to procure a judgment in its favor by reason of the
      fact that Indemnitee is or was a director, officer, employee or agent of the
      Company, or any subsidiary of the Company, by reason of any action or inaction
      on the part of Indemnitee while an officer or director or by reason of the
      fact
      that Indemnitee is or was serving at the request of the Company as a director,
      officer, employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise, against expenses (including, without limitation,
      attorneys' fees) and, to the fullest extent permitted by law, amounts paid
      in
      settlement, in each case to the extent actually and reasonably incurred by
      Indemnitee, in connection with the defense or settlement of such proceeding
      if
      Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
      to
      be in or not opposed to the best interests of the Company and its stockholders,
      except that no indemnification shall be made in respect of any proceeding,
      claim, issue or matter as to which Indemnitee shall have been finally
      adjudicated by court order or judgment to be liable to the Company in the
      performance of Indemnitee's duty to the Company and its stockholders, unless
      and
      only to the extent that the court in which such proceeding is or was pending
      shall determine upon application that, in view of all the circumstances of
      the
      case, Indemnitee is fairly and reasonably entitled to indemnity for expenses
      and
      then only to the extent that the court shall determine.

     

    2.    Expenses:
      Indemnification Procedure.

     

    (a)    Advancement
      of Expenses.
      The
      Company shall advance all expenses incurred by Indemnitee in connection with
      the
      investigation, defense, settlement or appeal of any proceeding referenced in
      Section 1(a) or (b) hereof (but not amounts actually paid in settlement of
      any
      such proceeding). Indemnitee hereby undertakes to repay such amounts advanced
      only if, and to the extent that, it shall ultimately be determined that
      Indemnitee is not entitled to be indemnified by the Company as authorized
      hereby. The advances to be made hereunder shall be paid by the Company to
      Indemnitee within twenty (20) days following delivery of a written request
      therefor by Indemnitee to the Company and documentation reasonably evidencing
      the expenses for which reimbursement is requested. The parties agree that for
      the purposes of any expense advance for which Indemnitee has made written demand
      to the Company in accordance with this Agreement, all expenses included in
      such
      expense advance that are certified in good faith by affidavit of Indemnitee’s
      counsel as being reasonable shall be presumed conclusively to be
      reasonable.

     

    
      
         

      

      
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    (b)    Notice.
      Indemnitee shall give the Company notice in writing as soon as practicable
      of
      any claim made against Indemnitee for which indemnification will or could be
      sought under this Agreement. Notice to the Company shall be directed to the
      Chief Executive Officer of the Company at the address shown on the signature
      page of this Agreement (or such other address as the Company shall designate
      in
      writing to Indemnitee). Notice shall be deemed received three business days
      after the date postmarked if sent by domestic certified or registered mail,
      properly addressed; otherwise notice shall be deemed received when such notice
      shall actually be received by the Company. The omission to so notify the Company
      will not relieve the Company from any liability which it may have under this
      Agreement or otherwise. In addition, Indemnitee shall give the Company such
      information and cooperation as it may reasonably require and as shall be within
      Indemnitee’s power.

     

    (c)    Procedure;
      Determination of Right to Indemnification.

     

    (i)    Any
      indemnification provided for in Section 1 and this Section 2 shall be made
      no
      later than forty-five (45) days after receipt of the written request of
      Indemnitee, accompanied by substantiating documentation, unless a determination
      is made within such 45-day period by (i) the Board of Directors by a majority
      vote of a quorum consisting of directors who are or were not parties such
      proceeding, or (ii) independent legal counsel in a written opinion (which
      counsel shall be appointed if such quorum is not obtainable), that Indemnitee
      has not met the relevant standards for indemnification set forth herein. If
      a
      claim under this Agreement, under any statute, or under any provision of the
      Company's certificate of incorporation or By-laws providing for indemnification,
      is not paid in full by the Company within forty-five (45) days after a written
      request for payment thereof has first been received by the Company, Indemnitee
      may, but need not, at any time thereafter bring an action against the Company
      to
      recover the unpaid amount of the claim and, subject to Section 12 of this
      Agreement, Indemnitee shall also be entitled to be paid for the expenses
      (including, without limitation, attorneys' fees) of bringing such action. It
      shall be a defense to any such action (other than an action brought to enforce
      a
      claim for expenses incurred in connection with any proceeding in advance of
      its
      final disposition) that Indemnitee has not met the standards of conduct which
      make it permissible under applicable law for the Company to indemnify Indemnitee
      for the amount claimed, but the burden of proving such defense by clear and
      convincing evidence shall be on the Company. 

     

    (ii)    It
      is the
      parties' intention that if the Company contests Indemnitee's right to
      indemnification, the question of Indemnitee's right to indemnification shall
      be
      resolved as provided in subparagraph (iv) below, and neither the failure of
      the
      Company (including its Board of Directors, any committee or subgroup of the
      Board of Directors, independent legal counsel, or its stockholders) to have
      made
      a determination that indemnification of Indemnitee is proper in the
      circumstances because Indemnitee has met the applicable standard of conduct
      required by applicable law, nor an actual determination by the Company
      (including its Board of Directors, any committee or subgroup of the Board of
      Directors, independent legal counsel, or its stockholders) that Indemnitee
      has
      not met such applicable standard of conduct, shall create a presumption that
      Indemnitee has or has not met the applicable standard of conduct.

     

    (iii)    To
      the extent
      that the Indemnitee has been successful on the merits in defense of any
      proceeding referred to in Section 1(a) or 1(b) above or in defense of any claim,
      issue or matter therein, Indemnitee shall be indemnified against expenses
      actually and reasonably incurred by Indemnitee in connection therewith.


     

    
      
         

      

      
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    (iv)    In
      the event
      that subparagraph (iii) above is inapplicable, or does not apply to the entire
      proceeding, the Company shall nonetheless indemnify the Indemnitee (unless
      applicable law expressly requires a different procedure) unless the Company
      shall prove by clear and convincing evidence to the forum selected as provided
      in subparagraph (v) below that the Indemnitee has not met the applicable
      standard of conduct required to entitle the Indemnitee to such indemnification.
      

     

    (v)    The
      Indemnitee shall be entitled to select the forum in which the validity of the
      Company’s claim under subparagraph (iv) above that the Indemnitee is not
      entitled to indemnification will be heard from among the following, except
      that
      the Indemnitee can select a forum consisting of the stockholders of the Company
      only with the approval of the Company:

     

    (A)    a
      quorum
      consisting of directors who are not parties to the proceeding for which
      indemnification is being sought;

     

    (B)    independent
      legal counsel, which shall render a conclusion in a written legal opinion;
      

     

    (C)    the
      stockholders of the Company; or

     

    (D)    the
      court
      having jurisdiction of the subject matter of the proceeding and the
      parties.

     

    For
      purposes of the above, “independent legal counsel” shall mean a reputable law
      firm with experience in the general subject matter of this Agreement, or a
      member of such a firm, mutually agreed upon by the Company and Indemnitee,
      that
      neither is presently nor in the past three (3) years has been retained to
      represent: (i) the Company or any of its subsidiaries or affiliates, or
      Indemnitee or any corporation or which Indemnitee was or is a director, officer,
      employee or agent, or any subsidiary or affiliate of such a corporation, in
      any
      material matter, or (ii) any other party to the claim giving rise to a claim
      for
      indemnification hereunder. Notwithstanding the foregoing, the term “independent
      legal 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 right to indemnification under this Agreement. As soon as
      practicable, and in no event later than thirty (30) days after the forum has
      been selected pursuant to this subparagraph (v), the Company shall, at its
      own
      expense, submit to the selected forum its claim that the Indemnitee is not
      entitled to indemnification, and the Company shall act in the utmost good faith
      to assure the Indemnitee a complete opportunity to defend against such claim.
      If
      the forum selected in accordance with this subparagraph (v) is independent
      legal
      counsel, the Company agrees to pay the reasonable fees of the independent legal
      counsel and to indemnify fully such counsel against any and all expenses
      (including legal fees), claims, liabilities and damages arising out of or
      relating to this Agreement or its engagement pursuant hereto. If the forum
      selected in accordance with this subparagraph (v) is not a court, then after the
      final decision of such forum is rendered, the Company or Indemnitee shall have
      the right to apply to a court with jurisdiction over the parties and subject
      matter, or the court in which the proceeding giving rise to the Indemnitee’s
      claim for indemnification is or was pending, for the purpose of appealing the
      decision of such forum, provided that such right is exercised within sixty
      (60)
      days after the final decision of such forum is rendered. If the forum selected
      in accordance with this subparagraph is a court, then the rights of the Company
      or Indemnitee to appeal any decision of such court shall be governed by the
      applicable laws and rules governing appeals of the decision of such court.
      Notwithstanding any other provision in this Agreement, the Company shall
      indemnify the Indemnitee against all expenses reasonably incurred by Indemnitee
      in connection with any hearing or proceeding under this subparagraph (v)
      involving Indemnitee and against all expenses reasonably incurred by Indemnitee
      involving the interpretation or enforcement of the rights of Indemnitee under
      this Agreement unless a court of competent jurisdiction finds that each of
      the
      material claims and/or defenses of Indemnitee in any such proceeding was
      frivolous or not made in good faith.

     

    
      
         

      

      
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    (d)    Notice
      to Insurers.
      If, at
      the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof,
      the Company has director and officer liability insurance in effect, the Company
      shall give prompt notice of the commencement 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 actions 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.

     

    (e)    Selection
      of Counsel.
      If the
      Company shall be obligated under Section 2(a) hereof to pay the expenses of
      any
      proceeding against Indemnitee, the Company, if appropriate, shall be entitled
      to
      assume the defense of such proceeding, with counsel selected by the Company
      and
      approved by Indemnitee, which approval shall not be unreasonably withheld,
      upon
      the delivery to Indemnitee of written notice of its election so to do. 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 proceeding, provided that (i) Indemnitee
      shall have the right to employ Indemnitee’s counsel in any such proceeding at
      Indemnitee's expense; (ii) Indemnitee shall have the right to employ
      Indemnitee’s own counsel in connection with any such proceeding, upon the
      Company’s approval at the expense of the Company if such counsel serves only in
      a review, observer, advice and counseling capacity and does not otherwise
      materially control or participate in the defense of such proceeding; and (iii)
      if (A) the employment of counsel by Indemnitee has been previously authorized
      by
      the Company, (B) Indemnitee shall have reasonably concluded that there may
      be a
      conflict of interest between the Company and Indemnitee in the conduct of any
      such defense, or (C) the Company shall not, in fact, have employed counsel
      to
      assume the defense of such proceeding, then the fees and expenses of
      Indemnitee's counsel shall be at the expense of the Company. The Company shall
      not be liable to indemnify Indemnitee or advance expenses to Indemnitee under
      this Agreement for any amounts paid in settlement of any proceeding effected
      by
      Indemnitee without the Company’s written consent, which consent shall not be
      unreasonably withheld, unless Indemnitee receives court approval for such
      settlement or other disposition where the Company had the opportunity to oppose
      Indemnitee's request for such court approval. The Company shall be permitted
      to
      settle any proceeding except that it shall not settle any proceeding in any
      manner which would impose any penalty or limitation on Indemnitee without
      Indemnitee’s written consent. Neither the Company nor Indemnitee shall
      unreasonably withhold its consent to any proposed settlement.

     

    
      
         

      

      
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    (f)    Cooperation.
      If the
      Company assumes the defense of any claim for which indemnification is sought
      under this Agreement, Indemnitee shall furnish such information regarding
      Indemnitee, or the proceeding in question, as the Company may reasonably request
      and as may be required in connection with the defense or settlement of such
      proceeding, and shall cooperate fully with the Company in every other
      respect.

     

    3.    ADDITIONAL
      INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

     

    (a)    Scope.
      Notwithstanding any other provision of this Agreement, the Company hereby agrees
      to indemnify the Indemnitee to the fullest extent permitted by law,
      notwithstanding that such indemnification is not specifically authorized by
      the
      other provisions of this Agreement, the Company's Certificate of Incorporation
      or Bylaws or by statute. In the event of any change, after the date of this
      Agreement, in any applicable law, statute or rule which expands the right of
      a
      Delaware corporation to indemnify a member of its board of directors, an officer
      or other corporate agent, such changes shall be, ipso facto, within
      the purview of Indemnitee's rights and Company's obligations, under this
      Agreement. In the event of any change in any applicable law, statute or rule
      which narrows the right of a Delaware corporation to indemnify a member of
      its
      Board of Directors, an officer or other corporate agent, such changes, to the
      extent not otherwise required by such law, statute or rule to be applied to
      this
      Agreement, shall have no effect on this Agreement or the parties' rights and
      obligations hereunder.

     

    (b)    Nonexclusivity.
      The
      indemnification provided by this Agreement shall not be deemed exclusive of
      any
      rights to which Indemnitee may be entitled under the Company's Certificate
      of
      Incorporation, its Bylaws, any agreement, any vote of stockholders or
      disinterested directors, the Corporation Law of the State of Delaware, or
      otherwise, both as to action in Indemnitee's official capacity and as to action
      in another capacity while holding such office. The indemnification provided
      under this Agreement shall continue as to Indemnitee for any action taken or
      not
      taken while serving in an indemnified capacity even though Indemnitee may have
      ceased to serve in such capacity at the time of any covered proceeding. If
      Indemnitee was a party to a written indemnification agreement with the Company’s
      predecessor entity, a California corporation, then this Agreement, rather than
      the prior agreement, shall govern with respect to any matters arising after
      the
      date of this Agreement.

     

    4.    Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the expenses, judgments, fines,
      penalties or ERISA excise taxes actually or reasonably incurred by either in
      the
      investigation, defense, appeal or settlement of any civil or criminal
      proceeding, but not, however, for the total amount thereof, the Company shall
      nevertheless indemnify each of Indemnitee for the portion of such expenses,
      judgments, fines, penalties or ERISA excise taxes to which Indemnitee is
      entitled.

     

    
      
         

      

      
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    5.    Mutual
      Acknowledgement.
      The
      Company and Indemnitee acknowledge that in certain instances, Federal law or
      applicable public policy may prohibit the Company from indemnifying its
      directors, officers and agents under this Agreement or otherwise. Indemnitee
      understands and acknowledges that the Company has undertaken or may be required
      in the future to undertake with the Securities and Exchange Commission to submit
      the question of indemnification to a court in certain circumstances for a
      determination of the Company's right under public policy to indemnify
      Indemnitee.

     

    6.    Directors’
      and Officers’ Liability Insurance.
      The
      Company shall, from time to time, make the good faith determination whether
      or
      not it is practicable for the Company to obtain and maintain a policy or
      policies of insurance with reputable insurance companies providing the officers
      and directors of the Company with coverage for losses from wrongful acts, or
      to
      ensure the Company's performance of its indemnification obligations under this
      Agreement. Among other considerations, the Company will weigh the costs of
      obtaining such insurance coverage against the protection afforded by such
      coverage. In all policies of directors' and officers' liability insurance,
      Indemnitee shall be named as an insured in such a manner as to provide
      Indemnitee the same rights and benefits as are accorded to the most favorably
      insured of the Company's directors, if Indemnitee is a director; or of the
      Company's officers, if Indemnitee is not a director of the Company but is an
      officer. Notwithstanding the foregoing, the Company shall have no obligation
      to
      obtain or maintain such insurance if the Company determines in good faith that
      such insurance is not reasonably available, if the premium costs for such
      insurance are disproportionate to the amount of coverage provided, if the
      coverage provided by such insurance is limited by exclusions so as to provide
      an
      insufficient benefit, or if Indemnitee is covered by similar insurance
      maintained by a subsidiary or parent of the Company.

     

    7.    Severability.
      Nothing
      in this Agreement is intended to require or shall be construed as requiring
      the
      Company to do or fail to do any act in violation of applicable law. The
      Company's inability, pursuant to court order, to perform its obligations under
      this Agreement shall not constitute a breach of this Agreement. Each provision
      of this Agreement, including without limitation, provisions within a single
      sentence or clause therein, shall be severable as provided in this Section
      7. If
      this Agreement or any portion hereof shall be invalidated on any ground by
      any
      court of competent jurisdiction, then the Company shall nevertheless indemnify
      Indemnitee to the full extent permitted by any applicable portion of this
      Agreement that shall not have been invalidated, and the balance of this
      Agreement not so invalidated shall be enforceable in accordance with its terms.
      

     

    8.    Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the Company shall not
      be
      obligated pursuant to the terms of this Agreement:

     

    (a)    Unlawful
      Indemnification.
      To
      indemnify Indemnitee for any acts or omissions or transactions from which a
      court having jurisdiction in the matter shall determine that Indemnitee may
      not
      be relieved of liability under Delaware or any other applicable state or federal
      law. In this respect, the Company and the Indemnitee have been advised that
      the
      Securities and Exchange Commission takes the position that indemnification
      for
      liabilities arising under the federal securities laws is against public policy
      and is, therefore, unenforceable and that claims for indemnification should
      be
      submitted to appropriate courts for adjudication.

     

    
      
         

      

      
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    (b)    Claims
      Initiated by Indemnitee.
      To
      indemnify or to advance expenses to Indemnitee with respect to proceedings
      or
      claims initiated or brought voluntarily by Indemnitee and not by way of defense,
      except with respect to proceedings brought to establish or enforce a right
      to
      indemnification under this Agreement or any other statute or law or otherwise
      as
      required under the Delaware General Corporation Law, but such indemnification
      or
      advancement of expenses may be provided by the Company in specific cases if
      the
      Board of Directors has approved the initiation or bringing of such suit;
      or

     

    (c)    Lack
      of Good Faith.
      To
      indemnify Indemnitee for any expenses incurred by the Indemnitee with respect
      to
      any proceeding instituted by Indemnitee to enforce or interpret this Agreement,
      if a court of competent jurisdiction determines that each of the material
      assertions made by the Indemnitee, as the case may be, in such proceeding was
      not made in good faith or was frivolous; or

     

    (d)    No
      Duplication of Payments.
      To
      indemnify Indemnitee for expenses or liabilities of any type whatsoever
      (including, without limitation, judgments, fines, ERISA excise taxes or
      penalties, and amounts paid in settlement) to the extent that Indemnitee has
      otherwise actually received payment (under any insurance policy, provision
      of
      the Company’s certificate of incorporation, bylaws or otherwise) of the amounts
      otherwise payable hereunder; or

     

    (e)    Claims
      Under Section 16(b).
      To
      indemnify Indemnitee for expenses and the payment of profits arising from the
      purchase and sale by Indemnitee of securities in violation of Section 16(b)
      of
      the Securities Exchange Act of 1934, as amended, or any similar successor
      statute or similar provisions of any federal, state or local law.

     

    9.    Construction
      of Certain Phrases.

     

    (a)    For
      purposes of this Agreement, references to the "Company" shall include in
      addition to the resulting corporation, any constituent corporation (including
      any constituent of a constituent) absorbed in a consolidation or merger which,
      if its separate existence had continued, would have had power and authority
      to
      indemnify its directors, officers and employees or agents, so that if Indemnitee
      is or was a director, officer, employee or agent of such constituent
      corporation, or is or was serving at the request of such constituent corporation
      as a director, officer, employee or agent of another corporation, partnership,
      joint venture, trust or other enterprise, Indemnitee shall stand in the same
      position under the provisions of this Agreement with respect to the resulting
      or
      surviving corporation as Indemnitee would have with respect to such constituent
      corporation if its separate existence had continued.

     

    (b)    For
      purposes of this Agreement, references to "other enterprises" shall include
      employee benefit plans; references to "fines" shall include any excise taxes
      assessed on Indemnitee with respect to an employee benefit plan; and references
      to "serving at the request of the Company" shall include any service as a
      director, officer, employee or agent of the Company which imposes duties on,
      or
      involves services by, such director, officer, employee or agent with respect
      to
      an employee benefit plan, its participants, or beneficiaries; and if Indemnitee
      acted in good faith and in a manner Indemnitee reasonably believed to be in
      the
      interest 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.

     

    
      
         

      

      
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    10.    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original.

     

    11.    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto and their respective successors and assigns (including,
      in
      the case of the Company, any successor by merger or similar transaction), and
      shall inure to the benefit of Indemnitee and Indemnitee's estate, and each
      of
      Indemnitee’s heirs, legal representatives and assigns.

     

    12.    Attorneys’
      Fees.
      In the
      event that any action is instituted by Indemnitee under this Agreement or under
      any liability insurance policies maintained by the Company to enforce or
      interpret any of the terms hereof, Indemnitee shall be entitled to be paid
      all
      court costs and expenses, including reasonable attorneys' fees, incurred by
      Indemnitee with respect to such action, regardless of whether Indemnitee is
      ultimately successful in such action, unless as a part of such action, a court
      of competent jurisdiction makes a final judicial determination (as to which
      all
      rights of appeal therefrom have been exhausted or lapsed) that each of the
      material assertions made by Indemnitee as a basis for such action were not
      made
      in good faith or were frivolous. In the event of an action instituted by or
      in
      the name of the Company under this Agreement or to enforce or interpret any
      of
      the terms of this Agreement, Indemnitee shall be entitled to be paid all costs
      and expenses, including, without limitation, reasonable attorneys' fees,
      incurred by Indemnitee in defense of such action (including, without limitation,
      with respect to Indemnitee's counterclaims and cross-claims made in such
      action), unless as a part of such action the court makes a final judicial
      determination (as to which all rights of appeal therefrom have been exhausted
      or
      lapsed) that each of Indemnitee's material defenses to such action were made
      in
      bad faith or were frivolous.

     

    13.    Notice.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing, shall be effective upon receipt, and shall be delivered by
      Federal Express or a similar courier, personal delivery, certified or registered
      air mail, or by facsimile transmission. Addresses for notice to either party
      are
      as shown on the signature page of this Agreement, or as subsequently modified
      by
      written notice. Addresses for notice to either party are as shown on the
      signature page of this Agreement, or as subsequently modified by written
      notice.

     

    14.    Consent
      to Jurisdiction.
      The
      Company and Indemnitee each hereby irrevocably consent to the jurisdiction
      of
      the courts of the State of Delaware or California for all purposes in connection
      with any 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 Delaware or California.

     

    15.    Choice
      of Law.
      This
      Agreement shall be governed by and its provisions construed in accordance with
      the laws of the State of Delaware as applied to contracts between Delaware
      residents entered into and to be performed entirely within
      Delaware.

     

    
      
         

      

      
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    16.    Subrogation.
      In the
      event of 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 documents required and shall do all acts that may be necessary
      to
      secure such rights and to enable the Company effectively to bring suit to
      enforce such rights.

     

    17.    Continuation
      of Indemnification.
      All
      agreements and obligations of the Company contained herein shall continue during
      the period that Indemnitee is a director, officer or agent of the Company and
      shall continue thereafter so long as Indemnitee shall be subject to any possible
      claim or threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, arbitrational, administrative or investigative, by reason
      of
      the fact that Indemnitee was serving in the capacity referred to
      herein.

     

    18.    Amendment
      and Termination.
      Subject
      to Section 17, no amendment, modification, termination or cancellation of this
      Agreement shall be effective unless in writing signed by both parties
      hereto.

     

    19.    Agreement
      to Serve.
      Indemnitee agrees to continue to serve as a director of the Company and/or
      the
      Company’s subsidiaries, as the case may be, so long as Indemnitee is duly
      appointed or elected and qualified in accordance with the applicable provisions
      of the Bylaws of the Company or any subsidiary of the Company or until such
      time
      as Indemnitee tenders Indemnitee’s resignation in writing. Nothing contained in
      this Agreement is intended to create in Indemnitee any right to continued
      employment or service as a director.

     

    20.    Subject
      Matter and Parties.
      The
      intended purpose of this Agreement is to provide for indemnification and
      advancement of expenses, and this Agreement is not intended to affect any other
      aspect of any relationship between the Indemnitee and the Company and is not
      intended to and shall not create any rights in any person as a third party
      beneficiary hereunder.

     

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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Indemnification Agreement as of the date
      first
      above written.

     

    SONOMAWEST
      HOLDINGS, INC.

     

     

      
        

      

    

    By:

     

    Title:

      
        

      

    

    Address:  
      2064
      Highway 116 North

                       Sebastopol,
      CA 95472

     

    AGREED
      TO AND ACCEPTED:

     

    INDEMNITEE:

     

    
      
        

      

    

    (Signature)

     

    
      
        

      

    

    (Name)

     

    
      
        

      

    

    (Address)

     

    
 

    
      
         

      

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