Exhibit 10.14

                               INDEMNITY AGREEMENT

      THIS   INDEMNITY    AGREEMENT   (this   "Agreement")   is   made   as   of
________________,  2007, by and between Alternative Asset Management Acquisition
Corp.,   a   Delaware   corporation   (the   "Company"),    and   ______________
("Indemnitee").

                                    RECITALS

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

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

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

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

      WHEREAS,  it  is  reasonable,   prudent  and  necessary  for  the  Company
contractually to obligate itself to indemnify,  hold harmless,  exonerate and to
advance  expenses on behalf of, such persons to the fullest extent  permitted by
applicable  law so


                                       1
<PAGE>

that they will serve or continue to serve the  Company  free from undue  concern
that they will not be so protected against liabilities.

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

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

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

                              TERMS AND CONDITIONS

1.  SERVICES TO THE  COMPANY.  Indemnitee  will serve or continue to serve as an
officer,  director or key employee of the Company for so long as  Indemnitee  is
duly elected or appointed or until Indemnitee tenders his resignation.

2. DEFINITIONS. As used in this Agreement:

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

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

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

            (i)  Acquisition  of Stock by Third  Party.  Any Person (as  defined
      below) is or becomes the  Beneficial  Owner,  directly or  indirectly,  of
      securities of the Company  representing  fifteen  percent (15%) or more of
      the combined  voting power of the Company's  then  outstanding  securities
      entitled to vote  generally in the election of  directors,  unless (1) the
      change in the relative Beneficial


                                       2
<PAGE>

      Ownership of the Company's  securities by any Person results solely from a
      reduction in the  aggregate  number of  outstanding  shares of  securities
      entitled  to vote  generally  in the  election of  directors,  or (2) such
      acquisition  was  approved  in advance  by the  Continuing  Directors  (as
      defined  below)  and such  acquisition  would not  constitute  a Change in
      Control under part (iii) of this definition;

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

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

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


                                       3
<PAGE>

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

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

      (e)  "Delaware  Court"  shall mean the Court of  Chancery  of the State of
Delaware.

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

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

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

      (i)  "Expenses"  shall  include all direct and  indirect  costs,  fees and
expenses of any type or nature whatsoever,  including,  without limitation,  all
attorneys' fees and costs,  retainers,  court costs,  transcript  costs, fees of
experts,  witness  fees,  travel  expenses,  fees of private  investigators  and
professional advisors,  duplicating costs, printing and binding costs, telephone
charges, postage,  delivery service fees, fax transmission charges,  secretarial
services and all other disbursements, obligations or expenses in connection with
prosecuting,  defending, preparing to prosecute or defend, investigating,  being
or  preparing  to be a  witness  in,  settlement  or  appeal  of,  or  otherwise
participating  in,  a  Proceeding  (as  defined  below),   including  reasonable
compensation  for  time  spent  by the  Indemnitee  for  which  he or she is not
otherwise  compensated  by the Company or any third party.  Expenses  also shall
include  Expenses  incurred in  connection  with any appeal  resulting  from any
Proceeding  (as defined  below),  including  without  limitation  the principal,
premium,  security for, and other costs  relating to any cost bond,  supersedeas
bond,  or other  appeal bond or its  equivalent.  Expenses,  however,  shall not
include  amounts paid in  settlement by Indemnitee or the amount of judgments or
fines against Indemnitee.

      (j) "Independent  Counsel" shall mean a law firm or a member of a law firm
with significant  experience in matters of corporation law and neither presently
is, nor in the


                                       4
<PAGE>

past five years has been,  retained to represent:  (i) the Company or Indemnitee
in any matter  material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement,  or of other  indemnitees  under
similar indemnification  agreements);  or (ii) any other party to the Proceeding
(as  defined  below)  giving  rise to a  claim  for  indemnification  hereunder.
Notwithstanding the foregoing,  the term "Independent Counsel" shall not include
any person who,  under the  applicable  standards of  professional  conduct then
prevailing, would have a conflict of interest in representing either the Company
or  Indemnitee  in  an  action  to  determine  Indemnitee's  rights  under  this
Agreement.

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

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

      (m) A "Potential  Change in Control"  shall be deemed to have occurred if:
(i) the Company enters into an agreement or  arrangement,  the  consummation  of
which would result in the occurrence of a Change in Control;  (ii) any Person or
the Company  publicly  announces an intention to take or consider taking actions
which if consummated would constitute a Change in Control;  (iii) any Person who
is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company  representing  5% or more of the combined  voting power of the Company's
then  outstanding  securities  entitled  to vote  generally  in the  election of
directors  increases his Beneficial  Ownership of such  securities by 5% or more
over the  percentage  so owned by such  Person on the date  hereof  unless  such
acquisition  was  approved in advance by the Board;  or (iv) the Board  adopts a
resolution  to the effect  that,  for  purposes of this  Agreement,  a Potential
Change in Control has occurred.


                                       5
<PAGE>

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

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

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

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall
indemnify,  hold  harmless  and  exonerate  Indemnitee  in  accordance  with the
provisions of this Section 4 if Indemnitee was, is, or is threatened to be made,
a party to or a participant  (as a witness or otherwise) in any Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 4, Indemnitee shall be indemnified, held harmless and exonerated against
all  Expenses  actually  and  reasonably  incurred  by him or on his  behalf  in
connection  with such  Proceeding  or any  claim,  issue or matter  therein,  if
Indemnitee  acted in good faith and in a manner he reasonably  believed to be in
or not opposed to the best interests of the Company.  No  indemnification,  hold
harmless  or  exoneration  for  Expenses  shall be made under this  Section 4 in
respect of any  claim,  issue or matter as to which  Indemnitee  shall have been
finally adjudged by a court to be liable to the Company,  unless and only to the


                                       6
<PAGE>

extent that any court in which the  Proceeding was brought or the Delaware Court
shall determine upon application that, despite the adjudication of liability but
in  view  of all  the  circumstances  of the  case,  Indemnitee  is  fairly  and
reasonably entitled to indemnification, to be held harmless or to exoneration.

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

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

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.

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


                                       7
<PAGE>

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

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

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

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

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

9.  EXCLUSIONS.  Notwithstanding  any provision in this  Agreement,  the Company
shall not be obligated  under this Agreement to make any  indemnification,  hold
harmless  or  exoneration  payment in  connection  with any claim  made  against
Indemnitee:

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

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

      (c) except as otherwise provided in Sections 14(e)-(f) hereof,  prior to a
Change  in  Control,  in  connection  with  any  Proceeding  (or any part of any
Proceeding)  initiated by


                                       8
<PAGE>

Indemnitee,  including any Proceeding (or any part of any Proceeding)  initiated
by Indemnitee against the Company or its directors, officers, employees or other
indemnitees,  unless (i) the Board authorized the Proceeding (or any part of any
Proceeding)   prior  to  its  initiation  or  (ii)  the  Company   provides  the
indemnification,  hold harmless or exoneration  payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

      (a) Notwithstanding  any provision of this Agreement to the contrary,  and
to the fullest extent permitted by applicable law, the Company shall advance the
Expenses  incurred by  Indemnitee  (or  reasonably  expected by Indemnitee to be
incurred by Indemnitee  within three months) in connection  with any  Proceeding
within  ten (10)  days  after the  receipt  by the  Company  of a  statement  or
statements requesting such advances from time to time, whether prior to or after
final  disposition of any  Proceeding.  Advances shall be unsecured and interest
free. Advances shall be made without regard to Indemnitee's ability to repay the
Expenses  and  without  regard  to  Indemnitee's   ultimate  entitlement  to  be
indemnified,  held  harmless or  exonerated  under the other  provisions of this
Agreement.  Advances  shall  include any and all  reasonable  Expenses  incurred
pursuing a Proceeding to enforce this right of advancement,  including  Expenses
incurred  preparing  and  forwarding  statements  to the  Company to support the
advances  claimed.  The  Indemnitee  shall qualify for advances,  to the fullest
extent  permitted by applicable  law,  solely upon the execution and delivery to
the Company of an undertaking  providing that the Indemnitee undertakes to repay
the advance to the extent that it is ultimately  determined  that  Indemnitee is
not  entitled to be  indemnified  by the Company  under the  provisions  of this
Agreement, the Charter, the Bylaws of the Company,  applicable law or otherwise.
This Section 10(a) shall not apply to any claim made by Indemnitee  for which an
indemnification,  hold harmless or exoneration  payment is excluded  pursuant to
Section 9.

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

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

11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

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


                                       9
<PAGE>

the Company of any  obligation  which it may have to the  Indemnitee  under this
Agreement, or otherwise.

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

12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

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

      (b) In the event the determination of entitlement to indemnification is to
be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent
Counsel  shall be selected as provided in this Section  12(b).  The  Independent
Counsel shall be selected by Indemnitee  (unless  Indemnitee  shall request that
such selection be made by the Board),  and Indemnitee  shall give written notice
to the  Company  advising  it of the  identity  of the  Independent  Counsel  so
selected  and  certifying  that the  Independent  Counsel so selected  meets the
requirements of "Independent Counsel" as defined in Section 2 of this Agreement.
If the  Independent  Counsel is  selected by the Board,  the Company  shall give
written  notice to  Indemnitee  advising him of the identity of the  Independent
Counsel so selected  and  certifying  that the  Independent  Counsel so selected
meets the requirements of "Independent  Counsel" as defined in Section 2 of this
Agreement.  In either event, Indemnitee or the Company, as the case may be, may,
within ten (10) days  after such  written  notice of  selection  shall have been
received, deliver to the


                                       10
<PAGE>

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

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

13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

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

      (b) If the person,  persons or entity  empowered or selected under Section
12  of  this   Agreement  to  determine   whether   Indemnitee  is  entitled  to
indemnification  shall not have made a  determination  within  thirty  (30) days
after   receipt  by  the  Company  of  the  request


                                       11
<PAGE>

therefor, the requisite determination of entitlement to indemnification shall be
deemed  to  have  been  made  and   Indemnitee   shall  be   entitled   to  such
indemnification,  absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material  fact  necessary to make  Indemnitee's  statement  not
materially  misleading,  in connection with the request for indemnification,  or
(ii) a final  judicial  determination  that any or all such  indemnification  is
expressly prohibited under applicable law; provided,  however,  that such 30-day
period  may be  extended  for a  reasonable  time,  not to exceed an  additional
fifteen (15) days,  if the person,  persons or entity  making the  determination
with respect to  entitlement  to  indemnification  in good faith  requires  such
additional  time  for  the  obtaining  or  evaluating  of  documentation  and/or
information relating thereto.

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

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

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

14. REMEDIES OF INDEMNITEE.

      (a) In the event that (i) a  determination  is made pursuant to Section 12
of this Agreement that Indemnitee is not entitled to indemnification  under this
Agreement,  (ii)  advancement of Expenses,  to the fullest  extent  permitted by
applicable  law,  is not timely made  pursuant to Section 10 of this  Agreement,
(iii) no  determination of entitlement to  indemnification  shall have been made
pursuant  to  Section  12(a) of this  Agreement  within  thirty  (30) days after
receipt by the  Company of the  request  for  indemnification,  (iv)


                                       12
<PAGE>

payment of  indemnification  is not made pursuant to Section 5, 6, 7 or the last
sentence of Section 12(a) of this  Agreement  within ten (10) days after receipt
by the Company of a written request therefor,  (v) a contribution payment is not
made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of
indemnification  pursuant to Section 3 or 4 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or
exoneration rights under this Agreement or otherwise is not made within ten (10)
days after  receipt by the  Company of a written  request  therefor,  Indemnitee
shall  be  entitled  to  an   adjudication   by  the  Delaware   Court  to  such
indemnification, hold harmless, exoneration, contribution or advancement rights.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Except as set forth herein, the provisions
of Delaware  law  (without  regard to its conflict of laws rules) shall apply to
any such arbitration.  The Company shall not oppose  Indemnitee's  right to seek
any such adjudication or award in arbitration.

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

      (c) If a  determination  shall have been made pursuant to Section 12(a) of
this Agreement that Indemnitee is entitled to indemnification, the Company shall
be  bound  by such  determination  in any  judicial  proceeding  or  arbitration
commenced  pursuant to this Section 14, absent (i) a misstatement  by Indemnitee
of a  material  fact,  or an  omission  of a  material  fact  necessary  to make
Indemnitee's statement not materially misleading, in connection with the request
for  indemnification,  or  (ii) a  prohibition  of  such  indemnification  under
applicable law.

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


                                       13
<PAGE>

court  or  before  any such  arbitrator  that  the  Company  is bound by all the
provisions of this Agreement.

      (e) The  Company  shall  indemnify  and hold  harmless  Indemnitee  to the
fullest  extent  permitted  by law against all  Expenses  and, if  requested  by
Indemnitee,  shall  (within  ten (10) days after the  Company's  receipt of such
written  request)  pay  to  Indemnitee,  to  the  fullest  extent  permitted  by
applicable  law,  such  Expenses  which are incurred by Indemnitee in connection
with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce
his rights  under,  or to recover  damages for breach of, this  Agreement or any
other indemnification,  hold harmless, exoneration,  advancement or contribution
agreement or provision of the Charter,  or the Company's Bylaws now or hereafter
in  effect;  or (ii)  for  recovery  or  advances  under  any  insurance  policy
maintained  by any  person  for the  benefit of  Indemnitee,  regardless  of the
outcome and whether  Indemnitee  ultimately is determined to be entitled to such
indemnification,  hold harmless or exoneration right, advancement,  contribution
or insurance  recovery,  as the case may be (unless such judicial  proceeding or
arbitration was not brought by Indemnitee in good faith).

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

15.  ESTABLISHMENT OF TRUST. In the event of a Potential Change in Control,  the
Company  shall,  upon written  request by  Indemnitee,  create a "Trust" for the
benefit of Indemnitee  and from time to time upon written  request of Indemnitee
shall fund such Trust in an amount  sufficient  to satisfy any and all  Expenses
reasonably  anticipated  at the time of each  such  request  to be  incurred  in
connection with investigating,  preparing for, participating in or defending any
Proceedings,  and any and all  judgments,  fines,  penalties and amounts paid in
settlement  (including  all  interest,  assessments  and other  charges  paid or
payable in connection with or in respect of such judgments,  fines penalties and
amounts paid in settlement) in connection with any and all Proceedings from time
to time actually paid or claimed, reasonably anticipated or proposed to be paid.
The  trustee of the Trust (the  "Trustee")  shall be a bank or trust  company or
other individual or entity chosen by the Indemnitee and reasonably acceptable to
the Company.  Nothing in this Section 15 shall relieve the Company of any of its
obligations  under this Agreement.  The amount or amounts to be deposited in the
Trust pursuant to the foregoing funding obligation shall be determined by mutual
agreement  of the  Indemnitee  and  the  Company  or,  if the  Company  and  the
Indemnitee  are  unable  to reach  such an  agreement,  by  Independent  Counsel
selected in accordance  with Section 12(b) of this  Agreement.  The terms of the
Trust shall provide that, except upon the consent of both the Indemnitee and the
Company,  upon a Change in  Control:  (a) the Trust  shall not be revoked or the
principal  thereof invaded,  without the written consent of the Indemnitee;  (b)
the Trustee shall advance,  to the fullest extent  permitted by applicable  law,
within  two (2)  business  days of a  request  by the


                                       14
<PAGE>

Indemnitee  and upon the execution and delivery to the Company of an undertaking
providing that the Indemnitee undertakes to repay the advance to the extent that
it is ultimately  determined  that Indemnitee is not entitled to be indemnified,
held harmless or exonerated by the Company;  (c) the Trust shall  continue to be
funded by the  Company in  accordance  with the  funding  obligations  set forth
above;  (d) the Trustee  shall  promptly pay to the  Indemnitee  all amounts for
which  the  Indemnitee  shall  be  entitled  to  indemnification,  or to be held
harmless or  exonerated  pursuant to this  Agreement or  otherwise;  and (e) all
unexpended funds in such Trust shall revert to the Company upon mutual agreement
by the  Indemnitee  and the  Company or, if the  Indemnitee  and the Company are
unable to reach such an agreement, by Independent Counsel selected in accordance
with  Section  12(b) of this  Agreement,  that  the  Indemnitee  has been  fully
indemnified, held harmless and exonerated under the terms of this Agreement. The
Trust shall be governed by Delaware law (without regard to its conflicts of laws
rules) and the  Trustee  shall  consent  to the  exclusive  jurisdiction  of the
Delaware Court in accordance with Section 23 of this Agreement.

16.  SECURITY.  Notwithstanding  anything herein to the contrary,  to the extent
requested by the  Indemnitee  and approved by the Board,  the Company may at any
time and from time to time provide  security to the Indemnitee for the Company's
obligations  hereunder through an irrevocable bank line of credit,  funded trust
or other collateral. Any such security, once provided to the Indemnitee, may not
be revoked or released without the prior written consent of the Indemnitee.

17. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

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

      (b) The DGCL,  the Charter and the Company's  Bylaws permit the Company to
purchase and  maintain  insurance or furnish  similar  protection  or make other


                                       15
<PAGE>

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

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

      (d) In the event of any payment under this Agreement, the Company shall be
subrogated  to the extent of such  payment to all of the rights of  recovery  of
Indemnitee,  who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

      (e) The Company's  obligation to indemnify,  hold  harmless,  exonerate or
advance Expenses hereunder to Indemnitee who is or was serving at the request of
the  Company  as  a  director,   officer,  trustee,  partner,  managing  member,
fiduciary,  employee  or agent of any other  Enterprise  shall be reduced by any
amount  Indemnitee has actually  received as  indemnification,  hold harmless or
exoneration   payments  or  advancement   of  expenses  from  such   Enterprise.
Notwithstanding  any other  provision  of this  Agreement to the  contrary,  (i)
Indemnitee  shall have no  obligation  to reduce,  offset,  allocate,  pursue or
apportion  any  indemnification,   hold  harmless,   exoneration,   advancement,
contribution or insurance coverage among multiple parties possessing such duties
to Indemnitee  prior to the Company's  satisfaction  and  performance of all its
obligations  under this Agreement,  and (ii) the Company shall perform fully its
obligations under this Agreement without regard to whether Indemnitee holds, may
pursue  or  has  pursued  any  indemnification,


                                       16
<PAGE>

advancement,  hold harmless,  exoneration,  contribution  or insurance  coverage
rights against any person or entity other than the Company.

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

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

20. ENFORCEMENT AND BINDING EFFECT.

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

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

      (c) The  indemnification,  hold harmless,  exoneration  and advancement of
expenses  rights  provided  by or granted  pursuant to this  Agreement  shall be
binding  upon and be  enforceable  by the  parties  hereto and their  respective
successors and assigns  (including any direct or indirect successor by purchase,
merger,  consolidation or otherwise to all or


                                       17
<PAGE>

substantially  all of the business or assets of the Company),  shall continue as
to an Indemnitee who has ceased to be a director,  officer, employee or agent of
the Company or of any other Enterprise at the Company's request, and shall inure
to the benefit of Indemnitee and his or her spouse,  assigns,  heirs,  devisees,
executors and administrators and other legal representatives.

      (d) The Company shall require and cause any successor  (whether  direct or
indirect by purchase, merger,  consolidation or otherwise) to all, substantially
all or a  substantial  part, of the business  and/or  assets of the Company,  by
written  agreement  in  form  and  substance  satisfactory  to  the  Indemnitee,
expressly to assume and agree to perform  this  Agreement in the same manner and
to the same  extent  that the  Company  would be  required to perform if no such
succession had taken place.

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

21.  MODIFICATION AND WAIVER.  No supplement,  modification or amendment of this
Agreement shall be binding unless executed in writing by the parties hereto.  No
waiver  of any of the  provisions  of this  Agreement  shall be  deemed or shall
constitute  a waiver of any other  provisions  of this  Agreement  nor shall any
waiver constitute a continuing waiver.

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

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

      (b) If to the Company, to:


                                       18
<PAGE>

                  Alternative Asset Management Acquisition Corp.
                  590 Madison Avenue
                  35th Floor
                  New York, NY 10022

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

23.  APPLICABLE  LAW AND CONSENT TO  JURISDICTION.  This Agreement and the legal
relations  among the parties shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to its
conflict of laws rules.  Except with  respect to any  arbitration  commenced  by
Indemnitee  pursuant  to  Section  14(a)  of this  Agreement,  the  Company  and
Indemnitee hereby irrevocably and unconditionally:  (a) agree that any action or
proceeding  arising out of or in connection with this Agreement shall be brought
only in the  Delaware  Court and not in any other state or federal  court in the
United  States of  America  or any court in any other  country;  (b)  consent to
submit to the exclusive  jurisdiction  of the Delaware Court for purposes of any
action or proceeding  arising out of or in connection with this  Agreement;  (c)
appoint irrevocably,  to the extent such party is not a resident of the State of
Delaware,  Abrams & Laster  LLP,  1521  Concord  Pike,  Suite  303,  Wilmington,
Delaware  19803 as its agent in the State of Delaware as such party's  agent for
acceptance  of legal  process in  connection  with any such action or proceeding
against such party with the same legal force and validity as if served upon such
party  personally  within the State of Delaware;  (d) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court;  and (e)
waive,  and agree not to plead or to make,  any  claim  that any such  action or
proceeding  brought in the  Delaware  Court has been  brought in an  improper or
inconvenient forum, or is subject (in whole or in part) to a jury trial.

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

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

26.  PERIOD OF  LIMITATIONS.  No legal  action  shall be brought and no cause of
action shall be asserted by or in the right of the Company  against  Indemnitee,
Indemnitee's spouse, heirs, executors or personal or legal representatives after
the  expiration  of two years  from the date of accrual of such cause of action,
and any claim or cause of action of the Company shall be extinguished and deemed
released  unless


                                       19
<PAGE>

asserted by the timely  filing of a legal action  within such  two-year  period;
provided,  however,  that if any  shorter  period of  limitations  is  otherwise
applicable to any such cause of action such shorter period shall govern.

27.  ADDITIONAL  ACTS. If for the  validation  of any of the  provisions in this
Agreement  any act,  resolution,  approval or other  procedure is required,  the
Company undertakes to cause such act, resolution, approval or other procedure to
be  affected  or adopted in a manner that will enable the Company to fulfill its
obligations under this Agreement.

                  [Remainder of page intentionally left blank;
                      signatures appear on following page]


                                       20
<PAGE>

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

ALTERNATIVE ASSET MANAGEMENT                   INDEMNITEE
ACQUISITION CORP.
                                               ______________________________
______________________________                 Name:
Name:                                          Address:
Title:

                                       21