Exhibit 10.10

[THE MILLER GROUP LOGO]                              Miller Capital Markets, LLC
--------------------------------------------------------------------------------
                                                                    Member FINRA

January 19, 2010

STRICTLY CONFIDENTIAL

Global Entertainment Corporation
1600 North Desert Drive, Suite 301
Tempe, Arizona 85281-1230

Attention: Rick Kozuback
           President and Chief Executive Officer

Dear Rick:

We are pleased to confirm the  arrangements  under which Miller Capital Markets,
LLC ("MCM"),  a registered  broker/dealer and a member of the Financial Industry
Regulatory   Authority,   is   engaged  by  Global   Entertainment   Corporation
(collectively with its subsidiaries and affiliates, the "Company") to act as its
exclusive  investment  banker  in  connection  with  any  potential  Acquisition
Transaction  (as defined  below)  between  the  Company and any other  person or
entity and as its exclusive  investment banker and placement agent in connection
with any  prospective  Financing  Transaction  (as defined below)  involving the
Company.  For purposes of this letter  agreement (this  "Agreement"),  the terms
Acquisition  Transaction and Financing  Transaction  are sometimes  collectively
referred to as a "Transaction."

Section 1. Investment Banking Services.  During the term of this Agreement,  MCM
will, as the Company's investment banker, undertake one or more of the following
activities as requested from time to time by the Company:

     (a)  Advise on  strategic  rationale,  transaction  structure  and  pricing
          parameters for any Transaction;

     (b)  Familiarize  itself with the  financial  condition and business of the
          Company  and, to the extent  necessary,  any  prospective  acquisition
          target or purchaser;

     (c)  Conduct a due-diligence  review and financial  analysis of the Company
          including  (without  limitation)  the review or preparation of various
          financial analysis reports and business  operations reports to be used
          in conjunction with a Company prepared private placement memorandum or
          other  memorandum  distributed  to third  parties  with  respect  to a
          Transaction;

     (d)  Advise and assist the  Company in  identifying  and  contacting  third
          parties (including prospective acquisition targets,  purchasers and/or
          financing   sources)  to  ascertain   their  interest  in  pursuing  a
          Transaction;

     (e)  Advise and manage the process relating to any Acquisition Transaction;



    4900 North Scottsdale Road, Suite 3800 * Scottsdale, Arizona 85251-7663 *
                      602.225.0505 * www.themillergroup.net
                 Miller Capital Markets, LLC, is an affiliate of
                         The Miller Group of companies.
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Global Entertainment Corporation
January 19, 2010
Page 2


     (f)  Advise and manage the process  relating to any  Financial  Transaction
          including  contact  and  negotiations  with any  potential  investors,
          co-underwriters and participating broker/dealers; and

     (g)  Advise  and  manage  the  process  related  to  any  potential  public
          offering,  including  contact and negotiations  with any underwriters,
          placement agents and other relevant parties.

     The Company  acknowledges that all advice (written or oral) given by MCM to
the Company is intended solely for the benefit and use of the Company (including
its management, directors or attorneys). Other than as may be required by law or
regulation,  no  advice  (written  or  oral)  of MCM  hereunder  shall  be used,
reproduced,  disseminated,  quoted or referred to at any time, in any manner, or
for any purpose,  nor shall any public  references to MCM be made by the Company
(or its management,  directors or attorneys),  without the prior written consent
by MCM, which consent shall not be unreasonably withheld.

     MCM is engaged in providing  investment banking services and certain of its
affiliates  are engaged in providing  financial  advisory,  consulting and other
services.  Nothing in this Agreement shall be construed to prohibit or limit the
ability of MCM or its  affiliates  from  pursuing,  investigating,  analyzing or
engaging  in  investment   banking,   financial   advisory  and  other  business
relationships  with entities other than the Company,  notwithstanding  that such
entities  may be engaged in lines of business  which are similar to those of the
Company, and notwithstanding that such entities may have customers, or potential
customers,  similar or identical to those of the  Company,  and  notwithstanding
that such entities may have been  identified by the Company as potential  merger
or  acquisition  targets  or  potential   candidates  for  some  other  business
combination,  cooperation or  relationship or that such entities and the Company
may have  identified  one or more common  third-parties  as potential  merger or
acquisition targets or potential candidates for some other business combination,
cooperation or relationship.  MCM shall act in the best interests of the Company
and its shareholders

     Section 2. Certain Responsibilities,  Representations and Warranties of the
Company. In connection with MCM's engagement,  the Company will furnish MCM with
all  information  concerning the Company that MCM  reasonably  requests and will
provide MCM with  reasonable  access to the  Company's  officers,  directors and
controlling  shareholders.  Upon prior written approval by the Company,  MCM may
have access to the Company's legal and accounting  professionals and, with prior
written  approval from the Company,  signed by the CEO, CFO,  General Counsel or
Board of  Directors  may utilize its own outside  legal  counsel and  accounting
professionals at the Company's  expense.  The Company represents and warrants to
MCM  that:  (a) all such  information  is and will be true and  accurate  in all
material  respects  and does not and will not contain any untrue  statement of a
material  fact or omit to state a material  fact  necessary in order to make the
statements made, in light of the  circumstances  under which they were made, not
misleading; and (b) any projected financial information or other forward-looking
information which the Company provides to MCM (including  without limitation any
information  compiled  by MCM  therefrom)  will be made by the  Company  in good
faith,  based on  management's  best estimates then available and based on facts
and  assumptions  which the  Company  believes  to be  reasonable.  The  Company
recognizes the necessity of promptly notifying MCM of all material  developments
concerning  the Company,  its business and  prospects and to supply MCM with all
such  information  as may be  necessary  for MCM to comply with its own internal
procedures  as  well  as any  legal  or  regulatory  requirements.  The  Company
acknowledges  and agrees that MCM will be using and relying upon all information
supplied  by the  Company  and its  officers,  agents  and  others and any other
publicly  available  information  concerning the Company without any independent
investigation  or  verification  thereof or independent  appraisal by MCM of the
Company or its business or assets.
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Global Entertainment Corporation
January 19, 2010
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     Section 3. Compensation.  The fees payable to MCM for the services provided
hereunder shall consist of a fee (the "Success Fee") determined as follows:

     (a)  With  respect to any  transaction  or series of  related  transactions
          involving  (i) any  merger,  consolidation,  joint  venture  or  other
          business  combination pursuant to which the business of the Company is
          combined  with that of another  entity,  (ii) the  acquisition  by any
          person or entity, directly or indirectly, of a majority of the capital
          stock of the  Company,  by way of a  negotiated  purchase or any other
          means,  (iii) the acquisition by the Company,  directly or indirectly,
          of a majority of the capital stock of any other business or entity, by
          way of a negotiated  purchase or any other means, (iv) the acquisition
          by any person or entity, directly or indirectly,  of a majority of the
          assets,  properties and/or business of the Company, by way of a direct
          or indirect purchase, lease, license, exchange, joint venture or other
          means, (v) the acquisition by the Company,  directly or indirectly, of
          a majority  of the  assets,  properties  and/or  business of any other
          person or  entity,  by way of a direct or  indirect  purchase,  lease,
          license,  exchange,  joint  venture or other means  (collectively,  an
          "Acquisition  Transaction"),  the Success Fee shall be an amount equal
          to:

          5% of the Consideration  from $1 and up to $3,000,000,  plus
          4% of the  Consideration in excess of $3,000,000 and up to $6,000,000,
          plus
          3% of the  Consideration in excess of $6,000,000 and up to $9,000,000,
          plus
          2% of the Consideration in excess of $9,000,000 and up to $12,000,000,
          plus
          1% of the Consideration in excess of $12,000,000.

          With respect to any Acquisition Transaction,  the term "Consideration"
          shall mean the total amount of cash and the fair market value of other
          property paid or payable (including amounts paid into escrow) by or to
          the seller and/or its  shareholders  in connection with an Acquisition
          Transaction,   including   amounts  paid  or  payable  in  respect  of
          convertible  securities,  options  or similar  rights,  whether or not
          vested,  plus,  without  duplication,  the  principal  amount  of  all
          indebtedness  for  borrowed  money  (including   capitalized   leases)
          outstanding  immediately  prior  to  consummation  of the  Acquisition
          Transaction or, the case of a purchase of assets, all indebtedness for
          borrowed  money  assumed  by  the  purchaser  and,  in any  case,  any
          indebtedness   for  borrowed  money  and  any  capital  leases  and/or
          preferred  stock  obligations  retired or defeased by the purchaser or
          issued to the seller and/or its  shareholders  in connection with such
          Acquisition Transaction.

     (b)  With  respect to any private  placement  of equity,  equity-linked  or
          convertible  debt  securities  the  Success  Fee  shall  be 10% of the
          Consideration. With respect to any private placement of any secured or
          unsecured senior or subordinated  indebtedness or credit facilities or
          similar  private  arrangement  with a lender  (excluding  bank  loans,
          credit lines and arena financing in the normal course of business) the
          Success Fee shall be an amount equal to 4% of the Consideration.  With
          respect to any pubic offering of securities the Success Fee shall be a
          percentage based on the amount of Consideration, as follows:

          If Consideration is                      then the Success Fee shall be
          -------------------                      -----------------------------

          $10,000,000 or less                      2.75% of the Consideration
          $10,000,001 to $20,000,000               2.25% of the Consideration
          $20,000,001 to $30,000,000               1.75% of the Consideration
          greater than $30,000,000                 1.25% of the Consideration
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Global Entertainment Corporation
January 19, 2010
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          All such private  placements  (excluding bank loans,  credit lines and
          arena  financing in the normal course of business) and public offering
          transactions  shall  collectively  be referred to herein as "Financing
          Transactions"  and the Success Fee shall be calculated with respect to
          each separate Financing Transaction.

          With respect to any Financing  Transaction,  the term  "Consideration"
          shall mean the gross proceeds  received by or on behalf of the Company
          or its  shareholders  from the  sale of any  equity  or  equity-linked
          investment,  debt  or  other  instrument  of  indebtedness  (including
          refinancings of existing debt), securities, contractual rights and any
          and all other things of value and other consideration, and hybrids and
          combination thereof.

          With respect to any Financing Transaction, MCM shall have the right to
          be  granted a warrant  (the  "Warrant")  to  purchase  shares or units
          equivalent  to 10% of the shares or units issued as part of any equity
          or  equity-linked  securities  transaction by the Company  wherein MCM
          provided  services  under this  Agreement.  The Warrant price shall be
          $0.01 per share or unit and the exercise  price shall be equal to 110%
          of the  per  share  or  unit  value  of the  equity  or  equity-linked
          securities  issued.  Such Warrant will  include  (without  limitation)
          priority  piggyback   registration   rights  for  MCM  on  any  future
          registration  statement  filings by the Company,  and will expire five
          (5)  years  from  the date of the  effective  date of such  equity  or
          equity-linked offering.

     (c)  With respect to any transaction, other than an Acquisition Transaction
          or a  Financing  Transaction,  that  the  Company  completes  with the
          assistance  of MCM,  the Company and MCM will  negotiate in good faith
          appropriate  compensation for MCM, which will take into account, among
          other things,  the results  obtained and the custom and practice among
          investment bankers acting in similar transactions.

     (d)  Except in the event this  Agreement is  terminated  by the Company for
          cause  (which,  for the  purpose of this  Agreement,  means based on a
          material  default by MCM which  remains  uncured  for thirty (30) days
          following  written  notice  specifying  such  default),  MCM  will  be
          entitled to receive the  compensation  provided  for in 3 (a), (b) and
          (c) above if a Transaction  is  consummated or an agreement is entered
          into during the term of this Agreement which subsequently results in a
          consummated  Transaction  during the term of this  Agreement or at any
          time within twelve (12) months after expiration or termination of this
          Agreement for any reason.

     (e)  If the  Consideration  of a  Transaction  is  subject to  increase  by
          contingent  payments  related  to future  events,  the  portion of the
          Success Fee related thereto shall be payable as and when such payments
          are made.

     (f)  For  purposes of  determining  the fair market  value of any  non-cash
          Consideration,  such  determination  shall be made on the business day
          preceding the closing of the  Transaction,  except that if any part of
          the Consideration in an Acquisition Transaction consists of marketable
          securities,  for purposes of determining  the amount of  Consideration
          the value of those securities shall be determined by using the average
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Global Entertainment Corporation
January 19, 2010
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          of the last  sale  prices  for those  securities  on the  thirty  (30)
          trading  days ending the last  business day  preceding  the closing of
          such Acquisition Transaction.

     (g)  The Company shall cause the definitive  transaction documents to which
          it is a party in any Transaction covered hereby to contain a condition
          precedent  to the  closing  of such  Transaction  that  the  fees  and
          expenses  payable to MCM hereunder shall be paid at the closing of any
          such Transaction in the manner specified in Section 5 herein.

     Section 4. Expenses.  In addition to fees for  professional  services,  the
Company  agrees  to  reimburse  MCM  for,  and MCM  will  separately  bill,  all
reasonable expenses as incurred,  including travel costs,  document  production,
mailings and other similar expenses, and reasonable fees and expenses of counsel
and other professional advisors; provided, that all out-of-town travel, fees and
expenses of counsel,  third-party consultant fees and other significant expenses
exceeding  $1,000 will be subject to the prior  approval of the  Company,  which
approval  shall  not be  unreasonably  withheld.  Reimbursable  travel  expenses
hereunder  shall  include  first-class  air travel for the  Chairman and CEO and
coach air travel for other MCM representatives.  All amounts billed by MCM under
this Section 4 shall be paid within 15-days following the date invoiced by MCM.

     Section  5.  Payments.   All  amounts  payable  under  this  Agreement  are
nonrefundable, shall be paid when due and shall be paid in immediately available
funds in U.S. dollars, without setoff and without deduction for any withholding,
value-added or other similar taxes, charges or fees.

     Section 6. Term. This Agreement will be effective on February 14, 2010 (the
"Effective  Date") and will  expire on the date  twelve  (12)  months  after the
Effective  Date; and provided,  that the expiration of this Agreement  shall not
relieve  the  Company of any  obligation  to MCM for  amounts  earned or accrued
hereunder through the expiration date.

     Section 7. Right of First Refusal. If at any time within twelve (12) months
following the successful  closing of a Financing  Transaction,  as  contemplated
under this Agreement, the Company desires to commence any Financing Transaction,
MCM shall  have the right of first  refusal to act as the  Company's  investment
banker and, in such capacity,  to arrange for placement  agents or underwriters,
as the case may be,  with  respect  to any such  Financing  Transaction.  If the
Company decides to pursue any such Financing  Transaction within such timeframe,
and MCM exercises its right of first refusal provided hereunder, the Company and
MCM will enter into an agreement appropriate to the circumstances.

     Section 8.  Qualified  Prospects.  If at any time within twelve (12) months
following the  expiration of this  Agreement the Company  closes an  Acquisition
Transaction,  directly  or  indirectly,  with  any  person  or  entity  that was
contacted by MCM in connection with pursuing a Transaction  under this Agreement
(such person or entity hereinafter  referred to as a "Qualified  Prospect") then
the Company shall be obligated to pay MCM a fee at the close of such transaction
equal in amount to the  Success  Fee  formula  that  would  have been  otherwise
applied to the  Consideration  of an Acquisition  Transaction  closed under this
Agreement.  Within fifteen (15) days following the expiration of this Agreement,
MCM shall provide the Company a complete list of all  Qualified  Prospects.  The
Company  shall have no  obligations,  and MCM shall  have no rights,  under this
Section 8 if this  Agreement is  terminated by the Company for cause (as defined
above in Section 3.(d)).

     Section 9. Assignment and Transfer of Obligations.  Except as stated below,
the benefits of this  Agreement  shall inure to the  respective  successors  and
permitted  assigns of the parties  hereto and of the  indemnified  parties under
such  indemnification  agreement  and  their  respective  successors,  permitted
assigns and representatives, and the obligations and liabilities assumed in this
Agreement  by  the  parties  hereto  shall  be  binding  upon  their  respective
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Global Entertainment Corporation
January 19, 2010
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successors  and assigns.  This  Agreement may not be assigned  without the prior
written consent of the non-assigning party.

Notwithstanding anything to the contrary in this Agreement, this Agreement shall
terminate in the event any person or entity (a  "Successor  Party")  acquires or
otherwise  succeeds to substantially  all of the assets of the Company through a
Transaction,  and any  Successor  Party  shall  have no  obligations  under this
Agreement.  In the event of  termination  of this  Agreement,  pursuant  to this
Section 7, any earned and unpaid  obligations  to MCC by the Company,  as of the
date of closing for  transfer  of  ownership,  will be assumed by the  Successor
Party and be paid to MCC within thirty (30) days.

     Section 10. Indemnification.  Because MCM will be acting for the benefit of
the Company in connection with this engagement,  the Company agrees to indemnify
MCM and certain other persons,  as set forth in the  indemnification  provisions
attached hereto as Exhibit A, the provisions of which are incorporated herein in
their entirety.

     Section 11.  Advertisements.  Upon completion of a Transaction,  MCM may in
its discretion  place  advertisements  in such and other  publications and media
describing  its services to the Company  hereunder.  The Company  further agrees
that any press  release it may issue  announcing  a  Transaction  will contain a
reference to MCM's role as investment  banker to the Company in connection  with
such  Transaction,  and that MCM shall have the right to review and  pre-approve
any reference to it or its role as investment banker under this Agreement in any
public  statement  made by the Company  (such  approval  not to be  unreasonably
withheld).

     Section 12. Company Covenant re MCM Employees.  The Company recognizes that
client  service  officers and other  employees of MCM and  affiliates of MCM are
necessary  for  the  continued   servicing  by  MCC  of  its  several   clients.
Accordingly,  the Company will not, during the term of this Agreement, and for a
period of two years after its  termination,  employ any client service  officer,
account  executive  or  other  employee  of  MCM  and  affiliates  of MCM in any
capacity.

     Section 13. Notices. All notices and other written communications  required
to be given under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered to the  addressee in person or mailed by registered
or certified mail, return receipt requested, to the following addresses:

            If to MCM:             Miller Capital Markets, LLC
                                   4900 North Scottsdale Road
                                   Suite 3800
                                   Scottsdale, Arizona 85251-7663
                                   Attention:  Christian M. Wolford

            If to the Company:     Global Entertainment Corporation
                                   1600 North Desert Drive, Suite 301
                                   Tempe, Arizona 85281-1230
                                   Attention: Rick Kozuback

Either  party may change the address at which notice is to be given by notifying
the other party in writing.  Notices shall be deemed delivered upon delivery, if
personally delivered,  or, if mailed, three (3) days after deposit in the United
States mail.
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Global Entertainment Corporation
January 19, 2010
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     Section  14.  Applicable  Law.  The  validity  and  interpretation  of this
Agreement shall be governed by the laws of the State of Arizona,  without giving
effect  to the State of  Arizona's  choice of law  principles,  and all  actions
arising under this Agreement or arising out of the operative  facts  represented
by services performed pursuant to this Agreement shall be resolved in the courts
of the State of Arizona.

     Section 15. Other Agreements.  The Company further  represents and warrants
to MCM that (i) the  Company  has taken no action  that would give any  brokers,
representatives, finders or other persons an interest in the compensation due to
MCM in connection with any transaction  contemplated  hereby,  (ii) there are no
other investment  bankers,  financial advisors or similar persons other than MCM
and its  affiliates  entitled  to  receive  compensation  from  the  Company  in
connection  with any  transaction  contemplated  hereby and (iii) this Agreement
does not  violate  or  constitute  a  breach  or  default  under  any  contract,
agreement,  arrangement or understanding,  whether written or oral, to which the
Company or any of its  subsidiaries  is a party or by which its or their  assets
are bound.

     Section 16.  Entire  Agreement.  This  Agreement  constitutes  the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subject hereof and that no  understandings  or agreements,  verbal or otherwise,
exist between the parties except as set forth in this Agreement.

     Section 17. Amendment. This Agreement may not be amended or modified except
in a writing duly executed by both MCM and the Company.

     Section  18.  Severability.  In the  event  any term or  provision  of this
Agreement  is declared to be invalid or illegal for any reason,  this  Agreement
shall  remain in full  force and effect  and the same  shall be  interpreted  as
though such invalid and illegal provision were not a part hereof.  The remaining
provisions  shall be  construed  to  preserve  the  intent  and  purpose of this
Agreement and the parties shall negotiate in good faith to modify the provisions
held to be invalid or illegal to  preserve  each  party's  anticipated  benefits
thereunder.

     Section 19. Titles and  Subtitles.  The titles of sections,  paragraphs and
clauses of this  Agreement are for  convenience of reference only and are not to
be considered in construing this Agreement.

     Section 20.  Delays or  Omissions.  No delay or  omission  to exercise  any
right,  power or remedy accruing to any party shall impair any such right, power
or remedy of such party,  nor shall it be construed to be a waiver of any breach
or default under this Agreement,  or an acquiescence  therein, or in any similar
breach or  default  thereafter  occurring;  nor shall any delay or  omission  to
exercise  any  right,  power or remedy or any  waiver  of any  single  breach or
default  be  deemed a waiver of any  other  right,  power or remedy or breach or
default theretofore or thereafter occurring.

     Section 21.  Purpose of Agreement.  The purpose of this Agreement is to set
forth the  services  that MCM will  provide to the  Company,  as an  independent
contractor,  either as specifically provided herein or as subsequently requested
by the Company and agreed to in writing by MCM. The parties hereto do not intend
to create  any  special,  fiduciary  or agency  relationship  between  them.  In
addition, the exclusivity of the relationship between MCM and the Company refers
to the fact that the services to be provided by MCM hereunder are to be provided
solely by MCM and that the fees to be paid by the Company  hereunder  are solely
for the benefit of MCM.  There may be other  services  which are  required to be
provided to the Company in connection with any transaction  contemplated by this
Agreement  and which will be provided by other  parties  (e.g.,  legal  council,
independent  auditors or  appraisers),  which other parties would be engaged and
compensated by the Company.  Furthermore, the parties hereto understand that MCM
is not required to purchase any securities,  and that MCM's engagement hereunder
does not ensure the successful  negotiation or consummation of any  Transaction.
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Global Entertainment Corporation
January 19, 2010
Page 8


This  Agreement  is solely  for the  benefit of MCM and the  Company  and is not
intended  to create  rights or  obligations  of either  party for the benefit of
third parties, including without limitation the creditors of the Company.

     Section 22. Confidentiality.  Information provided by the Company to MCM in
connection with this Agreement will be kept  confidential  and will only be used
by MCM for purposes of its engagement hereunder, except for information that (i)
was in MCM's possession prior to its disclosure by the Company, (ii) is publicly
disclosed other than by MCM in violation of this Agreement, (iii) is obtained by
MCM from a person  other than the Company  who, to the  knowledge of MCM, is not
under a confidentiality  obligation to the Company,  (iv) the Company agrees may
be  disclosed,  or (v) is  required  to be  disclosed  under  compulsion  of law
(whether by interrogatory,  subpoena,  civil investigative demand or otherwise),
by order or act of any court or governmental or regulatory  authority or body or
by  MCM's  independent  auditors  or  accountants.  MCM may also  disclose  such
information  to  those  of its  own  and its  affiliates'  respective  officers,
directors,  employees,  auditors and professional advisors who need to know such
information for purposes of performing the services described in this Agreement.

If  the  terms  of  MCM's   engagement  as  set  forth  in  this  agreement  are
satisfactory,  please sign the enclosed copy of this letter and return it to the
undersigned,   whereupon  this  letter  agreement  shall  constitute  a  binding
agreement  as of the date first above  written.  We look forward to working with
the Company on this assignment.



                             SIGNATURE PAGE FOLLOWS
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Global Entertainment Corporation
January 19, 2010
Page 9


Very truly yours,

MILLER CAPITAL MARKETS, LLC


By: /s/ Chirstian M. Wolford
   ------------------------------------
Name:  Christian M. Wolford
Title: President and CEO

Accepted and Agreed as of the date first written above:

GLOBAL ENTERTAINMENT CORPORATION


By: /s/ Rick Kozuback
   ------------------------------------
Name:  Rick Kozuback
Title: President and Chief Executive Officer
<PAGE>
                                    EXHIBIT A

     In connection with the engagement, the Company agrees to indemnify and hold
harmless  MCM  and  its  affiliates,   their  respective  directors,   officers,
controlling  persons  (within the meaning of Section 15 of the Securities Act of
1933 or Section 20(a) of the Securities  Exchange Act of 1934),  if any,  agents
and  employees  of MCM or any of MCM's  affiliates  (collectively,  "Indemnified
Persons" and individually, an "Indemnified Person") from and against any and all
actions, claims, suits, proceedings,  liabilities,  losses, damages and expenses
incurred,  joint or several (collectively,  "Claims"), by any Indemnified Person
which are related to or arise from MCM's  engagement  by the Company,  including
Claims  that  relate to or arise from any  actions  taken or omitted to be taken
(including  any  untrue or  alleged  untrue  statements  made or any  statements
omitted or alleged to be  omitted)  by the  Company or which  relate to or arise
from  securities  laws or any other law or legal theory,  and will reimburse MCM
and any  other  Indemnified  Person  for all  costs  and  expenses,  as they are
incurred, in connection with investigating, preparing for, providing depositions
for,  testifying in or defending  any such action or claim,  formal or informal,
investigation,  inquiry or other  proceeding,  whether or not in connection with
pending or threatened  litigation,  whether or not MCM or any Indemnified Person
is named as a party thereto and whether or not any liability  results  therefrom
related to or arising from the foregoing  (collectively,  "Costs").  The Company
will not,  however,  be  responsible  for (a) any amount paid in  settlement  of
Claims  without  the  Company's  consent  unless  such  consent is  unreasonably
withheld,  or (b) any Claims  which are found in a final  judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted directly
and  primarily  from  an  Indemnified   Person's  gross  negligence  or  willful
misconduct.

     Promptly  after MCM receives  notice of the  commencement  of any action or
other proceeding in respect of which  indemnification  or  reimbursement  may be
sought  hereunder,  MCM will notify the Company thereof;  but the omission so to
notify the Company shall not relieve the Company from any  obligation  hereunder
unless,  and only to the extent that,  such  omission  results in the  Company's
forfeiture  of  substantive  rights  or  defenses.  If any such  action or other
proceeding shall be brought against any Indemnified  Person,  the Company shall,
upon written  notice given  reasonably  promptly  following  MCM's notice to the
Company of such action or proceeding,  be entitled to assume the defense thereof
at the  Company's  expense  with  counsel  chosen by the Company and  reasonably
satisfactory to such Indemnified Person; provided, however, that any Indemnified
Person may at its own expense  retain  separate  counsel to  participate in such
defense.  Notwithstanding the foregoing,  such Indemnified Person shall have the
right to employ separate counsel at the Company's expense and to control its own
defense of such action or proceeding  if, in the  reasonable  opinion of counsel
retained by the  Company,  (i) there are or may be legal  defenses  available to
such Indemnified Person or to other Indemnified  Persons that are different from
or  additional  to those  available  to the  Company,  or (ii) a  difference  of
position or potential difference of position exists between the Company and such
Indemnified Person;  which in either case would make it ethically  impermissible
for such counsel to represent all potential defendants;  provided, however, that
in no event shall the Company be  required to pay fees and  expenses  under this
indemnity for more than one firm of attorneys (in addition to local  counsel) in
any  jurisdiction  in any one legal  action or group of related  legal  actions,
regardless of the number of Indemnified Persons involved or potentially involved
in such action or group of related actions.

     The Company agrees that neither MCM nor any other Indemnified  Person shall
have any  liability  to the Company for or in  connection  with such  engagement
except  liability  for Claims which are found in a final  judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted directly
and  primarily  from  an  Indemnified   Person's  gross  negligence  or  willful
misconduct. The Company also agrees that the Company will not, without the prior
written  consent  of MCM,  settle or  compromise  or consent to the entry of any
judgment in any pending or threatened Claim in respect of which  indemnification
may be sought  hereunder  (whether  or not MCM or any  Indemnified  Person is an
actual or potential  party to such Claim).  No such  settlement,  compromise  or
consent  shall impose any material  obligation  on MCM or any other  Indemnified
Person  or  contain  any  admission  of  culpability  on the  part of MCM or any
Indemnified  Person.  Such  settlement,  compromise  or consent shall include an
unconditional  release  of MCM  and  each  other  Indemnified  Person  from  all
liability  arising out of such Claim,  and the Company  shall furnish MCM with a
copy of such settlement reasonably in advance of entering into such settlement.
<PAGE>
Page 2


     In order to provide for just and  equitable  contribution,  if a demand for
indemnification  or reimbursement  for Claims or Costs is made pursuant to these
provisions  but is not  available for any reason,  then the Company,  on the one
hand, and MCM, on the other hand,  shall  contribute to such Claims or Costs for
which  such  indemnification  or  reimbursement  is  held  unavailable  in  such
proportion as is appropriate to reflect the relative benefits to the Company, on
the one hand, and MCM on the other hand, in connection  with the  transaction or
transactions  from which the Claims or Costs in  question  arose.  The  relative
benefits  received  by the  Company,  on the one hand,  and by MCM, on the other
hand,  shall  be  deemed  to be in the  same  proportion  as the  value  (before
deducting  expenses) of the consideration  paid by or received by the Company or
its stockholders or comparable  equity owners, as the case may be, in connection
with the transaction or transactions  from which the Claims or Costs in question
arose bears to the total fees actually received by MCM in connection  therewith.
If the  allocation  provided  by the  foregoing  sentence  is not  permitted  by
applicable  law, then such  allocation  shall be based not only on such relative
benefits  determined as aforesaid but also on the relative fault of the Company,
on the one hand, and MCM, on the other, as well as any other relevant  equitable
considerations.  The  relative  fault  of the  parties  shall be  determined  by
reference  to, among other things,  the parties'  relative  intents,  knowledge,
access to information  and, if applicable,  whether any untrue or alleged untrue
statement  of a material  fact or the  omission  or alleged  omission to state a
material fact relates to information  supplied by the Company or by MCM, and any
other  equitable  considerations  appropriate  in the  circumstances.  Any  such
contribution  shall  be  subject  to the  limitation  that  in any  event  MCM's
aggregate  contribution  to all  Claims  or  Costs  for  which  contribution  is
available hereunder shall not exceed the amount of fees actually received by MCM
pursuant  to  the  particular   engagement   relating  to  the   transaction  or
transactions from which the Claims or Costs in question arose.

     The foregoing rights to indemnity,  reimbursement and contribution shall be
in addition to any rights that MCM and/or any other Indemnified  Person may have
at  common  law  or  otherwise.   The  Company   hereby   consents  to  personal
jurisdiction, service of process and venue in any court in which any Claim which
is subject hereto is brought against MCM or any other Indemnified Person.

     In connection with MCM's engagement of even date herewith,  MCM may also be
engaged to act for the Company in one or more additional  capacities.  The terms
of  any  such  engagement  may be  embodied  in one  or  more  separate  written
agreements.  These  indemnification  provisions shall apply to the engagement of
even date herewith, all such other engagements (whether written or oral) and any
modification  thereof and shall  remain in full force and effect  following  the
completion or termination of any such engagement