Exhibit
      10.2

     

    ARTICLE
      NINE

     

    INDEMNIFICATION
      OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 

     

    9.1
         Indemnification of Directors and Officers. 

     

    The
      Corporation shall, to the maximum extent and in the manner permitted by the
      North Carolina Business Corporation Act, indemnify each of its directors and
      officers against expenses (including attorneys' fees), judgments, fines,
      settlements and other amounts actually and reasonably incurred in connection
      with any proceeding, arising by reason of the fact that such person is or was
      an
      agent of the Corporation. For purposes of this Section 9.1, a "director" or
      "officer" of the Corporation includes any person (a) who is or was a director
      or
      officer of the Corporation, (b) who is or was serving at the request of the
      Corporation as a director or officer of another corporation, partnership, joint
      venture, trust or other enterprise, or (c) who was a director or officer of
      a
      Corporation which was a predecessor corporation of the Corporation or of another
      enterprise at the request of such predecessor corporation. 

     

    9.2
         Indemnification of Others. 

     

    The
      Corporation shall have the power, to the maximum extent and in the manner
      permitted by the North Carolina Business Corporation Act, to indemnify each
      of
      its employees and agents (other than directors and officers) against
      expenses(including attorneys' fees), judgments, fines, settlements and other
      amounts actually and reasonably incurred in connection with any proceeding,
      arising by reason of the fact that such person is or was an agent of the
      Corporation. For purposes of this Section 9.2, an "employee" or "agent" of
      the
      Corporation (other than a director or officer) includes any person (a) who
      is or
      was an employee or agent of the Corporation, (b) who is or was serving at the
      request of the Corporation as an employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise, or (c) who was an
      employee or agent of a corporation which was a predecessor corporation of the
      Corporation or of another enterprise at the request of such predecessor
      corporation. 

     

    9.3
         Payment of Expenses in Advance. 

     

    Expenses
      incurred in defending any action or proceeding for which indemnification is
      required pursuant to Section 9.1 or for which indemnification is permitted
      pursuant to Section 9.2 shall be paid by the Corporation in advance of the
      final
      disposition of such action or proceeding upon receipt of an undertaking by
      or on
      behalf of the indemnified party to repay such amount if it shall ultimately
      be
      determined that the indemnified party is not entitled to be indemnified as
      authorized in this Article Nine. 

     

    9.4  Indemnity
      Not Exclusive. 

     

    The
      indemnification provided by this Article Nine shall not be deemed exclusive
      of
      any other rights to which those seeking indemnification may be entitled under
      any Bylaw, agreement, vote of shareholders or disinterested directors or
      otherwise, both as to action in an official capacity and as to action in another
      capacity while holding such office, to the extent that such additional rights
      to
      indemnification are authorized in the Articles of Incorporation. 

     

    9.5
         Insurance. 

     

    The
      Corporation may purchase and maintain insurance on behalf of any person who
      is
      or was a director, officer, employee or agent of the Corporation, or is or
      was
      serving at the request of the Corporation as a director, officer, employee
      or
      agent of another corporation, partnership, joint venture, trust or other
      enterprise against any liability asserted against him or her and incurred by
      him
      or her in any such capacity, or arising out of his or her status as such,
      whether or not the Corporation would have the power to indemnify him or her
      against such liability under the provisions of the North Carolina Business
      Corporation Act. 

     

    9.6
         Conflicts. 

     

    No
      indemnification or advance shall be made under this Article Nine, except where
      such indemnification or advance is mandated by law or the order, judgment or
      decree of any court of competent jurisdiction, in any circumstance where it
      appears: (a) That it would be inconsistent with a provision of the Articles
      of
      Incorporation, these Bylaws, a resolution of the stockholders or an agreement
      in
      effect at the time of the accrual of the alleged cause of the action asserted
      in
      the proceeding in which the expenses were incurred or other amounts were paid,
      which prohibits or otherwise limits indemnification; or (b) That it would be
      inconsistent with any condition expressly imposed by a court in approving a
      settlement. 

     

     

     

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