Exhibit 10.9

                            INDEMNIFICATION AGREEMENT

            THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
      into this 17th day of August, 2005, between Robocom Systems International,
      Inc.,  a  New  York  corporation   (the  "Company"),   and  Irwin  Balaban
      ("Balaban"),  Lawrence  Klein  ("Klein") and Herbert  Goldman  ("Goldman",
      Balaban, Klein and Goldman, are referred to herein,  collectively,  as the
      "Indemnitees", and each individually, as an "Indemnitee").

            WHEREAS, Indemnitees are principal shareholders of the Company;

            WHEREAS, each Indemnitee executed,  with respect to Section 7.01 and
      Article X only,  that certain Asset Purchase  Agreement by and between the
      Company  and  Avantce  RSI,  LLC, a  Delaware  limited  liability  company
      ("Avantce"),  dated as of  August  17,  2005 (the  "Purchase  Agreement"),
      pursuant to which the  Indemnitees  have agreed,  subject to the terms and
      conditions  of  Article  X of  the  Purchase  Agreement,  to  jointly  and
      severally, indemnify, defend and hold Avantce and its officers, directors,
      affiliates  and  employees  (collectively  the "Avantce  Indemnitees"  and
      individually,  an  "Avantce  Indemnitee")  harmless  against  any  and all
      damages,  losses,  liabilities  or costs  arising  from  (a) any  material
      misrepresentation  by the  Company  contained  in or made  pursuant to the
      Purchase  Agreement  or  in  any  certificate,   instrument  or  agreement
      delivered  to  Avantce  pursuant  to or in  connection  with the  Purchase
      Agreement;  or (b) any  material  breach of warranty or any default in the
      performance  of any  covenant or  obligation  of the  Company  under or in
      connection with the Purchase Agreement;

            WHEREAS,  in view of the considerations set forth above, the Company
      desires  to  indemnify,  defend  and  hold  harmless  each  and all of the
      Indemnitees  from and against all damages,  losses,  liabilities and costs
      that any Indemnitee may incur as a result of an  indemnification  claim by
      an Avantce  Indemnitee  pursuant to Article X under the Purchase Agreement
      on the terms and conditions set forth herein;

            NOW,  THEREFORE,  in consideration of the foregoing premises and for
      other  good  and  valuable  consideration,  the  parties  hereto  agree as
      follows:

1.    Indemnity of the  Indemnitees.  The Company  hereby  agrees to  indemnify,
      defend and hold harmless  each of the  Indemnitees  to the fullest  extent
      permitted  under Article X of the Purchase  Agreement from and against all
      damages, losses,  liabilities and costs that any Indemnitee may incur as a
      result of an indemnification  claim by an Avantce  Indemnitee  pursuant to
      Article X under the Purchase Agreement (the "Damages").

2.    Period  of  Indemnity.  The  indemnification  obligations  of the  Company
      contained  herein shall  continue for so long as any  Indemnitee may be or
      become subject to any  indemnification  claim by an Avantce Indemnitee (or
      any threatened or filed action,  suit or proceeding with respect  thereto)
      pursuant to Article X of the Purchase Agreement.

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3.    Indemnification Procedure.

                  (a) An Indemnitee  shall give the Company notice in writing in
      accordance  with Section 8 of this Agreement as soon as practicable of any
      Damages  for  which  such  Indemnitee  seeks  indemnification  under  this
      Agreement.

                  (b) The payment for Damages to be made hereunder shall be paid
      by the Company to any  Indemnitee,  as applicable,  as soon as practicable
      but in any event no later than ten (10) business days after written demand
      by such Indemnitee therefor to the Company.

4.    Agreement to Advance  Expenses;  Conditions.  The Company shall pay to the
      Indemnitees  all fees,  costs and expenses  (the  "Expenses")  incurred in
      connection with any pending,  threatened or completed claim, action, suit,
      arbitration or any other proceeding  initiated by an Avantce Indemnitee (a
      "Proceeding"),  including a Proceeding  by or in the right of the Company,
      in advance (unless prohibited by applicable laws) of the final disposition
      of such Proceeding.  The Indemnitees  hereby undertake to repay the amount
      of Expenses paid to the Indemnitees if it is finally determined by a court
      of competent jurisdiction that the Indemnitees are not entitled under this
      Agreement to, or are  prohibited by applicable  law from,  indemnification
      with respect to such Expenses.  This  undertaking is an unlimited  general
      obligation of the Indemnitees.

5.    Counterparts.  This Agreement may be executed in one or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

6.    Binding  Effect;  Successors and  Assigns.This  Agreement shall be binding
      upon and inure to the benefit of and be  enforceable by the parties hereto
      and their respective successors and assigns, including spouses, heirs, and
      personal and legal representatives.

7.    Consent to Jurisdiction;  Attorneys' Fees;  Waiver of Jury Trial.  Each of
      the parties hereto hereby irrevocably and  unconditionally  submits to the
      jurisdiction of the United States District Court of the Southern  District
      of New York and hereby waives,  and agrees not to assert,  as a defense in
      any action,  suit or proceeding for the  interpretation  or enforcement of
      this Agreement,  that he or it is not subject thereto or that such action,
      suit or  proceeding  may not be  brought  or is not  maintainable  in said
      courts or that this  Agreement  may not be enforced in or by said  courts,
      that the action,  suit or proceeding is brought in an inconvenient  forum,
      or  that  the  venue  of the  action,  suit  or  proceeding  is  improper.
      Notwithstanding  the  foregoing,  the  parties  agree that any  litigation
      hereunder  shall  be  instituted  in  federal  court  if  such  court  has
      jurisdiction  in such  matter and a party may bring a  cross-complaint  or
      other inter-pleading  against another party to this Agreement arising from
      and in connection  with a complaint filed by an unrelated third party in a
      jurisdiction  other than New York County.  In addition to such other means
      as are permitted by law, each of the parties hereto agrees that service of
      process on it may be  effected  in the same manner as the giving of notice
      provided  for in Section 8 hereof.  In the event that any party  commences
      any  action  or  proceeding  to  enforce  or  interpret  the terms of this
      Agreement or because of an alleged or actual dispute,  breach,  default or
      misrepresentation in connection with this Agreement,  the prevailing party
      in any such action or  proceeding  shall be  entitled to recover  from the
      other  party  all  costs  and  expenses  of  such  action  or  proceeding,


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<PAGE>

      including, but not limited to, reasonable attorneys' fees, accounting fees
      and any other reasonably  professional fees and costs resulting therefrom,
      which fees and costs shall be in addition to any other  relief  awarded by
      the court and  regardless  of whether  any such  action or  proceeding  is
      prosecuted to final judgment.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO
      THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A
      TRIAL BY JURY  WITH  RESPECT  TO ANY  LITIGATION  DIRECTLY  OR  INDIRECTLY
      ARISING  OUT  OF,  UNDER  OR IN  CONNECTION  WITH  THIS  AGREEMENT  OR THE
      TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

8.    Notice.  All  notices  and  other  communications  required  or  permitted
      hereunder shall be in writing, shall be effective when given, and shall in
      any event be deemed to be given (a) five  calendar days after deposit with
      the U.S. Postal Service or other applicable  postal service,  if delivered
      by first class mail, postage prepaid,  (b) upon delivery,  if delivered by
      hand,  (c) one business day after the business day of deposit with Federal
      Express or similar  overnight  courier,  freight  prepaid,  or (d) one day
      after  the  business  day  of  delivery  by  facsimile  transmission,   if
      deliverable  by  facsimile  transmission,  with copy by first  class mail,
      postage  prepaid,  and shall be  addressed  if to an  Indemnitee,  at such
      Indemnitee's  address as set forth beneath such Indemnitee's  signature to
      this  Agreement  and if to the  Company at the  address  of its  principal
      corporate offices  (attention:  Chief Executive  Officer) or at such other
      address as such party may  designate by ten (10)  calendar  days'  advance
      written notice to the other party hereto.

9.    Severability.  The provisions of this Agreement  shall be severable in the
      event that any of the provisions  hereof (including any provision within a
      single  section,  paragraph or sentence)  are held by a court of competent
      jurisdiction  to be  invalid,  void or  otherwise  unenforceable,  and the
      remaining  provisions  shall  remain  enforceable  to the  fullest  extent
      permitted  by  law.  Furthermore,  to the  fullest  extent  possible,  the
      provisions of this Agreement (including, without limitations, each portion
      of this Agreement  containing  any provision  held to be invalid,  void or
      otherwise   unenforceable,   that   is  not   itself   invalid,   void  or
      unenforceable)  shall be  construed  so as to give  effect  to the  intent
      manifested by the provision held invalid, illegal or unenforceable.

10.   Choice of Law.  This  Agreement  shall be governed  by and its  provisions
      construed  and  enforced in  accordance  with the laws of the State of New
      York, without regard to the conflict of laws principles thereof.


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<PAGE>

11.   Subrogation.  In the event of payment  under this  Agreement,  the Company
      shall be  subrogated to the extent of such payment to all of the rights of
      recovery of the  Indemnitee  who shall  execute all  documents  reasonably
      required and shall do all acts that may be reasonably  necessary to secure
      such rights and to enable the Company effectively to bring suit to enforce
      such rights.

12.   Amendment and  Termination.  No amendment,  modification,  termination  or
      cancellation of this Agreement shall be effective  unless it is in writing
      signed by all parties  hereto.  No waiver of any of the provisions of this
      Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
      provisions   hereof  (whether  or  not  similar)  nor  shall  such  waiver
      constitute a continuing waiver.

13.   Integration  and Entire  Agreement.  This  Agreement sets forth the entire
      understanding  between the parties  hereto and  supersedes  and merges all
      previous written and oral  negotiations,  commitments,  understandings and
      agreements  relating  to the  subject  matter  hereof  between the parties
      hereto.

      [remainder of page intentionally left blank; signature page follows]


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.

                                        COMPANY:

                                        ROBOCOM SYSTEMS INTERNATIONAL, INC.,
                                        a New York corporation


                                        By: /s/ Irwin Balaban
                                            ------------------------------------
                                            Name: Irwin Balaban
                                            Title: Chief Executive Officer

                                        INDEMNITEES:


                                        /s/ Irwin Balaban
                                        ----------------------------------------
                                        Name: Irwin Balaban

                                        Address: 17 Fairbanks Boulevard
                                                 Woodbury, New York 11797
                                                 Facsimile: 516-367-9588


                                        /s/ Lawrence Klein
                                        ----------------------------------------
                                        Name: Lawrence Klein

                                        Address: P.O. Box 232
                                                 67 Fairview Road
                                                 Monterey, Massachusetts 01245


                                        /s/ Herbert Goldman
                                        ----------------------------------------
                                        Name: Herbert Goldman

                                        Address: 68 Beaumont Drive
                                                 Plainview, New York 11803