Exhibit 10.3

                            INDEMNIFICATION AGREEMENT


THIS  INDEMNIFICATION  AGREEMENT  (this  "Agreement) is dated as of December 19,
2005, by and between 21st CENTURY HOLDING  COMPANY,  a Florida  corporation (the
"Company"),  with  its  principal  office  located  at 3661  West  Oakland  Park
Boulevard,  Suite 300,  Lauderdale  Lakes,  Florida 33311, and MICHAEL H. BRAUN,
whose  residence  is 19331 NW 3RD Street,  Pembroke  Pines,  Florida  33029 (the
"Indemnitee").

                                    Recitals

1. The  substantial  increase in corporate  litigation  subjects  directors  and
officers of corporations  and others to expensive  litigation  risks at the same
time that the  availability  of competent  and  qualified  directors,  officers,
employees,  consultants,  advisers and agents has been greatly reduced,  and the
coverage  offered by  directors'  and  officers'  liability  insurance  has been
severely limited;

2. The Company's  Restated and Amended Articles of Incorporation  (the "Articles
of Incorporation")  and By-Laws (the By-Laws") requires the Company to indemnify
and  advance  expenses to its  directors  and  officers  to the  fullest  extent
permitted by law and the Indemnitee has been serving and continues to serve as a
director  or officer of the  Company in part in  reliance  on such  Articles  of
Incorporation;

3. In  recognition  of  Indemnitee's  need for  substantial  protection  against
personal  liability in order to enhance  Indemnitee's  continued  service to the
Company in an  effective  manner and  Indemnitee's  reliance on the  Articles of
Incorporation  and  By-Laws,  and in part to provide  Indemnitee  with  specific
contractual   assurance  that  the  protection   promised  by  the  Articles  of
Incorporation and By-Laws will be available to Indemnitee  (regardless of, among
other  things,  any  amendment  to or  revocation  of such or any  change in the
composition  of the Company's  Board of Directors  (the "Board") or  acquisition
transaction  relating to the  Company),  the  Company  wishes to provide in this
Agreement  for  the  indemnification  of,  and the  advancing  of  expenses  to,
Indemnitee to the fullest extent (whether partial or complete)  permitted by law
and as set forth in this Agreement,  and, to the extent insurance is maintained,
for the continued  coverage of Indemnitee  under the  Company's  directors'  and
officers' liability insurance policies;

4. As a  condition  to the  Indemnitee's  agreement  to  continue  to serve as a
director of the Company,  the Indemnitee  requires that he be  indemnified  from
liability to the fullest extent permitted by law; and

5. The Company is willing to  indemnify  the  Indemnitee  to the fullest  extent
permitted by law in order to retain the services of the Indemnitee.

NOW, THEREFORE,  in consideration of the premises and mutual covenants set forth
herein, the parties hereby agree as follows:


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1. MANDATORY  INDEMNIFICATION IN PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT
OF THE COMPANY.  Subject to Section 5 hereof,  the Company  shall  indemnify and
hold  harmless  the  Indemnitee  from and against  any and all claims,  damages,
expenses (including  attorneys' fees),  judgments,  penalties,  fines (including
excise taxes assessed with respect to an employee  benefit  plan),  settlements,
and  all  other  liabilities  incurred  or paid by him in  connection  with  the
investigation,  defense,  prosecution,  settlement or appeal of any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other  than action by or in the right of the
Company) and to which the  Indemnitee  was or is a party or is  threatened to be
made a party by  reason of the fact that the  Indemnitee  is or was an  officer,
director, shareholder, employee, consultant, adviser or agent of the Company, or
is or was  serving  at the  request  of the  Company  as an  officer,  director,
partner,   trustee,   employee,   adviser  or  agent  of  another   corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, or
by reason of anything done or not done by the Indemnitee in any such capacity or
capacities,  provided that the 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,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

2. MANDATORY  INDEMNIFICATION  IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
Subject to Section 5 hereof the Company  shall  indemnify  and hold harmless the
Indemnitee from and against any and all expenses (including attorneys' fees) and
amounts  actually and reasonably  incurred or paid by him in connection with the
investigation,  defense,  prosecution,  settlement or appeal of any  threatened,
pending  or  completed  action,  suit or  proceeding  by or in the  right of the
Company  to  procure  a  judgment  in  its  favor,   whether  civil,   criminal,
administrative or  investigative,  and to which the Indemnitee was or is a party
or is threatened to be made a party by reason of the fact that the Indemnitee is
or was an officer, director, shareholder, employee, consultant, adviser or agent
of the  Company,  or is or was  serving  at the  request  of the  Company  as an
officer,  director,  partner,  trustee,  employee,  adviser  or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  or by reason of anything done or not done by the  Indemnitee in any
such  capacity or  capacities,  provided that (i) the  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 (ii) no  indemnification  shall be made under this
Section 2 in respect of any  claim,  issue or matter as to which the  Indemnitee
shall have been  adjudged  to be liable to the  Company  for  misconduct  in the
performance of his duty to the Company unless,  and only to the extent that, the
court in which such  proceeding  was brought  (or any other  court of  competent
jurisdiction) shall determine upon application that, despite the adjudication of
liability but in view of all the  circumstances  of the case,  the Indemnitee is
fairly and  reasonably  entitled to indemnity for such expenses which such court
shall deem proper.

3. MANDATORY INDEMNIFICATION AGAINST EXPENSES INCURRED WHILE TESTIFYING. Subject
to Section 5 hereof, the Company shall indemnify the Indemnitee against expenses
(including  attorneys'  fees)  incurred or paid by the Indemnitee as a result of
providing testimony in any proceeding,  whether civil, criminal,  administrative
or  investigative  (including but not limited to any action or suit by or in the
right of the Company to procure  judgment  in its favor),  by reason of the fact
that the  Indemnitee  is or was an  officer,  director,  shareholder,  employee,
consultant, adviser or agent of the Company, or is or was serving at the request
of the Company as an officer,  director,  partner, trustee, employee, adviser or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other enterprise.

4. REIMBURSEMENT OF EXPENSES FOLLOWING  ADJUDICATION OF NEGLIGENCE.  The Company
shall reimburse the Indemnitee for any expenses (including  attorneys' fees) and
amounts  actually and reasonably  incurred or paid by him in connection with the
investigation,  defense, settlement or appeal of any action or suit described in
Section 2 hereof that results in an adjudication  that the Indemnitee was liable
for negligence, gross negligence or recklessness (but not willful misconduct) in
the  performance  of his  duty  to the  Company;  provided,  however,  that  the
Indemnitee  acted in good  faith  and in a manner  he  believed  to be in or not
opposed to the best interests of the Company.

5. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under Sections 1, 2 and
3 hereof (unless ordered by a court) and any reimbursement  made under Section 4
hereof shall be made by the Company only as authorized in the specific case upon
a determination (the  "Determination")  that indemnification or reimbursement of
the Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable  requirements set forth in Sections 1, 2, 3 and 4 hereof, as the case
may be. Subject to Sections 6.6, 6.7 and 9 of this Agreement,  the Determination
shall be made in the following order of preference:


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      (a) first, by the Board by a majority vote or consent of a quorum, in each
case  consisting  of  directors  who are not, at the time of the  Determination,
named parties to such action, suit or proceeding ("Disinterested Directors"); or

      (b) next, if such a quorum of Disinterested  Directors cannot be obtained,
by majority  vote or consent of a  committee  duly  designated  by the Board (in
which  designation all directors,  whether or not Disinterested  Directors,  may
participate) consisting solely of two or more Disinterested Directors; or

      (c) next, if such a committee  cannot be  designated,  by any  independent
legal counsel (who may be any outside counsel regularly employed by the Company)
in a written opinion; or

      (d) next, if such legal counsel  determination cannot be obtained, by vote
or consent of the holders of a majority of the Company's Common Stock.

5.1 NO  PRESUMPTIONS.  The  termination  of any action,  suit or  proceeding  by
judgment,  order, settlement,  conviction,  or upon a plea of NOLO CONTENDERE or
its equivalent,  shall not, of itself,  create a presumption that the Indemnitee
did not act in good faith and in a manner that he  reasonably  believed to be in
or not opposed to the best  interests  of the  Company,  and with respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

5.2 BENEFIT PLAN CONDUCT.  The Indemnitee's  conduct with respect to an employee
benefit plan for a purpose he reasonably  believed to be in the interests of the
participants in and beneficiaries of the plan shall be deemed to be conduct that
the  Indemnitee  reasonably  believed to be not opposed to the best interests of
the Company.

5.3 RELIANCE AS SAFE HARBOR.  For purposes of any Determination  hereunder,  the
Indemnitee  shall be  deemed  to have  acted in good  faith  and in a manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  or, with respect to any criminal action or proceeding,  to have had no
reasonable cause to believe his conduct was unlawful,  if his action is based on
(i) the  records  or books of account  of the  Company  or  another  enterprise,
including financial statements, (ii) information supplied to him by the officers
of the Company or another  enterprise in the course of their  duties,  (iii) the
advice  of  legal  counsel  for  the  Company  or  another  enterprise,  or (iv)
information  or  records  given  or  reports  made  to the  Company  or  another
enterprise by an independent  certified public  accountant or by an appraiser or
other expert selected with reasonable care by the Company or another enterprise.
The term "another  enterprise"  as used in this Section 5.3 shall mean any other
corporation or partnership, joint venture, trust, employee benefit plan or other
enterprise  of which the  Indemnitee  is or was  serving  at the  request of the
Company as an officer,  director,  partner, trustee, employee, adviser or agent.
The  provisions  of this  Section 5.3 shall not be deemed to be  exclusive or to
limit in any way the other  circumstances  in which the Indemnitee may be deemed
to have met the  applicable  standard of conduct set forth in Sections 1,2, or 4
hereof, as the case may be.

5.4 SUCCESS ON MERITS OR OTHERWISE.  Notwithstanding any other provision of this
Agreement,  to the extent that the Indemnitee has been  successful on the merits
or otherwise in defense of any action, suit or proceeding  described in Sections
1 or 2 hereof, or in defense of any claim, issue or matter therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  with the  investigation,  defense,  settlement or
appeal  thereof.  For purposes of this Section 5.4, the term  "successful on the
merits or otherwise" shall include,  but not be limited to, (i) any termination,
withdrawal,  or dismissal (with or without prejudice) of any claim, action, suit
or proceeding against the Indemnitee without any express finding of liability or
guilt  against him, and (ii) the  expiration of 120 days after the making of any
claim or threat of an action,  suit or proceeding without the institution of the
same and without any promise or payment made to induce a settlement.


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5.5 PARTIAL  INDEMNIFICATION  OR  REIMBURSEMENT.  If the  Indemnitee is entitled
under any provision of this Agreement of indemnification and/or reimbursement by
the Company for some or a portion of the claims,  damages,  expenses  (including
attorneys' fees), judgments,  penalties,  fines or amounts paid in settlement by
the Indemnitee in connection with the  investigation  of, defense of, settlement
of,  appeal of or testimony  provided  with  respect to any action  specified in
Sections 1, 2, 3 or 4 hereof,  but not,  however,  for the total amount thereof,
the Company shall nevertheless indemnify and/or reimburse the Indemnitee for the
portion thereof to which the Indemnitee is entitled. The party or parties making
the Determination shall determine the portion (if less than all) of such claims,
damages,  expenses (including attorneys' fees), judgments,  penalties,  fines or
amounts  paid  in   settlement   for  which  the   Indemnitee   is  entitled  to
indemnification and/or reimbursement under this Agreement.


6. PROCEDURES FOR DETERMINATION OF WHETHER STANDARDS HAVE BEEN SATISFIED.

6.1 COSTS.  All costs of making the  Determination  required by Section 6 hereof
shall be borne solely by the Company,  including,  but not limited to, the costs
of legal counsel, proxy solicitations and judicial  determinations.  The Company
shall also be solely responsible for paying (i) all reasonable expenses incurred
by the Indemnitee to enforce this Agreement,  including, but not limited to, the
costs  incurred  by  the  Indemnitee  to  obtain  court-ordered  indemnification
pursuant to Section 9 hereof  regardless of the outcome of any such  application
or  proceeding,  and  (ii) all  costs  of  defending  any  suits or  proceedings
challenging payments to the Indemnitee under this Agreement.

6.2 TIMING OF THE DETERMINATION.  The Company shall use its best efforts to make
the Determination  contemplated by Section 5 hereof promptly.  In addition,  the
Company agrees:

      (a)  if the  Determination  is to be  made  by the  Board  or a  committee
thereof, such Determination shall be made not later than 15 days after a written
request for a  Determination  (a  "Request")  is delivered to the Company by the
Indemnitee;

      (b) if the Determination is to be made by independent legal counsel,  such
Determination  shall be made not later than 30 days after a Request is delivered
to the Company by the Indemnitee; and

      (c) if the Determination is to be made by the shareholders of the Company,
such  Determination  shall be made not later  than 90 days  after a  Request  is
delivered to the Company by the Indemnitee.

The failure to make a Determination within the above-specified time period shall
constitute a Determination  approving full  indemnification  or reimbursement of
the Indemnitee. Notwithstanding anything herein to the contrary, a Determination
may be made in  advance  of (i)  the  Indemnitee's  payment  (or  incurring)  of
expenses  with  respect to which  indemnification  or  reimbursement  is sought,
and/or (ii) final disposition of the action,  suit or proceeding with respect to
which indemnification or reimbursement is sought.

6.3   REASONABLENESS   OF  EXPENSE.   The  evaluation  and  finding  as  to  the
reasonableness  of expenses  incurred  by the  Indemnitee  for  purposes of this
Agreement shall be made (in the following order or preference) within 15 days of
the Indemnitee's delivery to the Company of a Request that includes a reasonable
accounting of expenses incurred:

      (a)  first,  by the  Board  by a  majority  vote or  consent  of a  quorum
consisting of Disinterested Directors; or

      (b) next,  if a quorum  cannot  be  obtained  under  subdivision  (a),  by
majority vote or consent of a committee  duly  designated by the Board (in which
designation  all  directors,   whether  or  not  Disinterested   Directors,  may
participate), consisting solely of two or more Disinterested Directors; or

      (c) next, if a finding cannot be obtained under either  subdivision (a) or
(b),  by vote or consent of the holders of a majority  of the  Company's  Common
Stock.


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All expenses  shall be considered  reasonable  for purposes of this Agreement if
the finding  contemplated  by this Section 6.3 is not made within the prescribed
time.  The finding  required  by this  Section 6.3 may be made in advance of the
payment  (or   incurring)   of  the  expenses  for  which   indemnification   or
reimbursement is sought.

6.4 PAYMENT OF INDEMNIFIED  AMOUNT.  Immediately  following a Determination that
the Indemnitee has met the applicable requirements set forth in Sections 1, 2, 3
or 4 hereof,  as the case may be, and the finding of  reasonableness of expenses
contemplated by Section 6.3 hereof, or the passage of time prescribed for making
such  determination(s),  the  Company  shall pay to the  Indemnitee  in cash the
amount to which the Indemnitee is entitled to be indemnified  and/or reimbursed,
as the case may be,  without  further  authorization  or  action  by the  Board;
provided,  however, that the expenses for which indemnification or reimbursement
is sought have actually been incurred by the Indemnitee.

6.5 SHAREHOLDER  VOTE ON  DETERMINATION.  Notwithstanding  the provisions of the
Florida  statutes,  if the  Indemnitee  is a  shareholder  of the  Company,  the
Indemnitee and any other  shareholder who is a party to the proceeding for which
indemnification  or  reimbursement  is sought  shall be  entitled to vote on any
Determination   to  be  made  by  the   Company's   shareholders,   including  a
Determination made pursuant to Section 6.3 hereof.  Ind addition,  in connection
with each meeting at which a shareholder Determination will be made, the Company
shall  solicit  proxies  that  expressly  include a  proposal  to  indemnify  or
reimburse the Indemnitee.  The Company proxy statement  relating to the proposal
to indemnify  or reimburse  the  Indemnitee  shall not include a  recommendation
against indemnification or reimbursement.

6.6 SELECTION OF INDEPENDENT LEGAL COUNSEL. If the Determination  required under
Section 5 is to be made by  independent  legal  counsel,  such counsel  shall be
selected by the Indemnitee with the approval of the Board,  which approval shall
not be  unreasonably  withheld.  The fees and  expenses  incurred  by counsel in
making any  Determination  (including  Determinations  pursuant  to Section  6.8
hereof)  shall be borne solely by the Company  regardless  of the results of any
Determination and, if requested by counsel,  the Company shall give such counsel
an appropriate  written  agreement with respect to the payment of their fees and
expenses and such other matters as may be reasonably requested by counsel.

6.7 RIGHT OF  INDEMNITEE  TO  APPEAL AN  ADVERSE  DETERMINATION  BY BOARD.  If a
Determination  is made by the Board or a committee  thereof that the  Indemnitee
did not meet the requirements set forth in Sections 1, 2, 3 or 4 hereof upon the
written request of the Indemnitee and the  Indemnitee's  delivery of $500 to the
Company, the Company shall cause a new Determination to be made by the Company's
shareholders at the next regular or special meeting of shareholders.  Subject to
Section 9 hereof,  such  Determination  by the Company's  shareholders  shall be
binding and conclusive for all purposes of this Agreement.

6.8 RIGHT OF  INDEMNITEE  TO SELECT  FORUM  FOR  DETERMINATION.  If, at any time
subsequent  to  the  date  of  this  Agreement,  "Continuing  Directors"  do not
constitute  a majority  of the  members of the Board,  or there is  otherwise  a
change in control of the Company (as  contemplated  by Item 403(c) of Regulation
S-K),  then upon the  request of the  Indemnitee,  the  Company  shall cause the
Determination  required  by  Section  5 hereof to be made by  independent  legal
counsel  selected by the  Indemnitee  and approved by the Board (which  approval
shall not be  unreasonably  withheld),  which counsel shall be deemed to satisfy
the requirements of clause (3) of Section 5 hereof. If none of the legal counsel
selected by the Indemnitee  are willing  and/or able to make the  Determination,
then the Company shall cause the  Determination to be made by a majority vote or
consent of a Board  committee  consisting  solely of Continuing  Directors.  For
purposes of this Agreement, a "Continuing Director" means either a member of the
Board at the date of this  Agreement or a person  nominated to serve as a member
of the Board by a majority of the then Continuing Directors.

6.9 ACCESS BY  INDEMNITEE  TO  DETERMINATION.  The Company  shall  afford to the
Indemnitee and his representatives  ample opportunity to present evidence of the
facts upon which the Indemnitee  relies for  indemnification  or  reimbursement,
together with other  information  relating to any requested  Determination.  The
Company shall also afford the Indemnitee  the reasonable  opportunity to include
such  evidence and  information  in any Company  proxy  statement  relating to a
shareholder Determination.


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6.10  JUDICIAL  DETERMINATIONS  IN  DERIVATIVE  SUITS.  In each  action  or suit
described  in Section 2 hereof,  the Company  shall cause its counsel to use its
best  efforts to obtain  from the Court in which such action or suit was brought
(i) an express  adjudication  whether the Indemnitee is liable for negligence or
misconduct in the performance of his duty to the Company, and, if the Indemnitee
is so liable,  (ii) a  determination  whether  and to what  extent,  despite the
adjudication  of  liability  but in view of all the  circumstances  of the  case
(including this Agreement),  the Indemnitee is fairly and reasonably entitled to
indemnification.

7. SCOPE OF INDEMNITY.  The actions, suits and proceedings described in Sections
1 and 2 hereof shall include,  for purposes of this Agreement,  any actions that
involve,  directly  or  indirectly,  activities  of the  Indemnitee  both in his
capacities as a Company director, officer, adviser or agent and actions taken in
another  capacity  while  serving  as  director,   officer,  adviser  or  agent,
including, but not limited to, actions or proceedings involving (i) compensation
paid to the  Indemnitee by the Company,  (ii)  activities  by the  Indemnitee on
behalf of the Company,  including  actions in which the Indemnitee is plaintiff,
(iii) actions alleging a  misappropriation  of a "corporate  opportunity,"  (iv)
responses to a takeover  attempt or threatened  takeover attempt of the Company,
(v)  transactions  by  the  Indemnitee  in  Company  securities,  and  (vi)  the
Indemnitee's  preparation  for and  appearance  (or potential  appearance)  as a
witness in any proceeding relating,  directly or indirectly,  to the Company. In
addition, the Company agrees that, for purposes of this Agreement,  all services
performed by the  Indemnitee on behalf of, in connection  with or related to any
subsidiary of the Company, any employee benefit plan established for the benefit
of employees of the Company or any subsidiary, any corporation or partnership or
other entity in which the Company or any subsidiary has a 5% ownership interest,
or any other affiliate shall be deemed to be at the request of the Company.

8. ADVANCE FOR EXPENSES.

8.1 MANDATORY  ADVANCE.  Expenses  (including  attorneys'  fees) incurred by the
Indemnitee in investigating,  defending,  settling or appealing any action, suit
or  proceeding  described in Sections 1 or 2 hereof shall be paid by the Company
in advance of the final  disposition  of such action,  suit or  proceeding.  The
Company shall promptly pay the amount of such expenses to the Indemnitee, but in
no event later than 10 days following the Indemnitees's  delivery to the Company
of a written request for an advance  pursuant to this Section 8, together with a
reasonable accounting of such expenses.

8.2 UNDERTAKING TO REPAY. The Indemnitee  hereby  undertakes and agrees to repay
to the Company any advances made pursuant to this Section 8 if and to the extent
that it shall  ultimately be found (by final judicial  determination  from which
there is no further  right to appeal) that the  Indemnitee is not entitled to be
indemnifed by the Company for such amounts.

8.3  MISCELLANEOUS.  The Company  shall make the advances  contemplated  by this
Section 8 regardless of the  Indemnitee's  financial  ability to make repayment,
and  regardless  whether  indemnification  of the Indemnitee by the Company will
ultimately be required.  Any advances and undertakings to repay pursuant to this
Section 8 shall be unsecured and interest-free.

9. COURT-ORDERED INDEMNIFICATION.

9.1 Regardless of whether the Indemnitee has met the  requirements  set forth in
Sections  1, 2, 3 or 4  hereof,  as the case  may be,  and  notwithstanding  the
presence  or absence  of any  Determination  whether  such  standards  have been
satisfied,  the Indemnitee may apply for indemnification  (and/or  reimbursement
pursuant to Sections 4 or 13 hereto) to the court  conducting  any proceeding to
which the Indemnitee is a party or to any other court of competent jurisdiction.
On  receipt of an  application,  the  court,  after  giving any notice the court
considers  necessary,  may order  indemnification  (and/or  reimbursement) if it
determines the Indemnitee is fairly and reasonably  entitled to  indemnification
(and/or reimbursement) in view of all the relevant circumstances (including this
Agreement).


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9.2 The right to  indemnification  and  advances as  provided by this  Agreement
shall be  enforceable  by  Indemnitee  in an action  in any  court of  competent
jurisdiction.  In such an action, the burden of proving that  indemnification is
not  required  hereunder  shall be on the  Company.  Neither  the failure of the
Company  (including  its Board and  independent  legal  counsel)  to have made a
Determination  prior to the commencement of such an action that  indemnification
is  proper  in the  circumstances  because  Indemnitee  has met  the  applicable
standard of conduct,  nor an actual  Determination by the Company (including its
Board and independent legal counsel) that Indemnitee has not met such applicable
standard  of  conduct,  shall  be a  defense  to  such an  action  or  create  a
presumption  that  Indemnitee  has not met the  applicable  standard of conduct.
Indemnitee's  expenses  reasonably  incurred in connection with establishing his
right to indemnification, in whole or in part, in connection with any proceeding
shall also be indemnified by the Company.

10.  NONDISCLOSURE  OF  PAYMENTS.   Except  as  expressly  required  by  federal
securities laws,  neither party shall disclose any payments under this Agreement
unless  prior  approval  of the other  party is  obtained.  Any  payments to the
Indemnitee that must be disclosed shall,  unless  otherwise  required by law, be
described  only in the Company's  proxy or  information  statements  relating to
special and/or annual  meetings of the Company's  shareholders,  and the Company
shall  afford  the  Indemnitee  the  reasonable  opportunity  to review all such
disclosures  and, if  requested,  to explain in such  statement  any  mitigating
circumstances regarding the events reported.

11. COVENANT NOT TO SUE,  LIMITATION OF ACTIONS AND RELEASE OF CLAIMS.  No legal
action shall be brought and no cause of action shall be asserted by or on behalf
of the Company (or any of its subsidiaries) against the Indemnitee,  his spouse,
heirs,   executors,   personal   representatives  or  administrators  after  the
expiration of 2 years from the date of the Indemnitee ceases (for any reason) to
serve as either an officer,  director,  adviser or agent of the Company, and any
claim or cause of action of the  Company (or any of its  subsidiaries)  shall be
extinguished  and deemed  released  unless  asserted by filing of a legal action
within such 2-year period.

12.  INDEMNIFICAION OF INDEMNITEE'S ESTATE.  Notwithstanding any other provision
of this Agreement,  if the Indemnitee is deceased,  and  indemnification  of the
Indemnitee would be permitted and/or required under this Agreement,  the Company
shall  indemnify  and hold  harmless the  Indemnitee's  estate,  spouse,  heirs,
administrators,   personal   representatives  and  executors  (collectively  the
"Indemnitee's  Estate")  against,  and the  Company  shall  assume,  any and all
claims,  damages,  expenses (including attorneys' fees),  penalties,  judgments,
fines and amounts paid in settlement  actually incurred by the Indemnitee or the
Indemnitee's Estate in connection with the investigation, defense, settlement or
appeal of any action described in Sections 1, 2 or 4 hereof.

13. MISCELLANEOUS.

13.1 NOTICE. Any notice required or permitted to be delivered hereunder shall be
deemed  to be  delivered  when  sent by  facsimile  with  receipt  confirmed  or
deposited in the United States mail,  postage  prepaid,  registered or certified
mail, return receipt requested, or by overnight courier addressed to the parties
at the address  first stated  herein,  or to such other  address as either party
hereto shall from time to time designate to the other party by notice in writing
as provided herein.

13.2 ENTIRE AGREEMENT.  This Agreement  constitutes the entire Agreement between
the parties hereto with respect to the subject matter hereof.  It supercedes all
prior  negotiations,  letters and understandings  relating to the subject matter
hereof.

13.3 NON-EXCLUSIVITY.  The rights of indemnification and reimbursement  provided
in this Agreement shall be in addition to any rights to which the Indemnitee may
otherwise be entitled under the Company's  Articles of  Incorporation or By-Lays
or any statute, agreement, vote of shareholders or otherwise.

13.4  SEVERABILITY.  The  invalidity,  illegality  or  unenforceability  of  any
provision or provisions of this Agreement will not affect any other provision of
this  Agreement,  which  will  remain  in full  force and  effect,  nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement  affect the  balance of such  provision.  In the event that any one or
more of the provisions  contained in this Agreement or any portion thereof shall
for any reason be held to be invalid,  illegal or  unforceable  in any  respect,
this  Agreement  shall be reformed,  construed  and enforced as is such invalid,
illegal or unenforceable provision had never been contained herein.


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<PAGE>

13.5 SAVING CLAUSE. If this Agreement or any portion hereof shall be invalidated
on any  ground  by any  court  of  competent  jurisdiction,  the  Company  shall
nevertheless indemnify Indemnitee as to expenses, judgments, fines and penalties
with respect to any  proceeding to the full extent  permitted by any  applicable
portion of Agreement  that shall not have been  invalidated or by any applicable
law.

13.6 COOPERATION AND INTENT.  The Company shall cooperate in good faith with the
Indemnitee and use its best efforts to ensure that the Indemnitee is indemnified
and/or  reimbursed  for  liabilities  described  herein  to the  fullest  extent
permitted by law.

13.7 SECURITY.  To the fullest extent  permitted by applicable  law, the Company
may from time to time,  but shall not be required to,  provide  such  insurance,
collateral,  letters of credit or other  security  devices as its Board may deem
appropriate to support or secure the Company's obligations under this Agreement.

13.8 CHOICE OF LAW. This Agreement will be  interpreted,  construed and enforced
in accordance  with the laws of the State of Florida,  without  giving effect to
the application of the principles pertaining to conflicts of laws.

13.9 AMENDMENT.  This Agreement may not be amended,  supplemented or modified in
whole or in part  except  by an  instrument  in  writing  signed by the party or
parties  against  whom   enforcement  of  any  such  amendment,   supplement  or
modification is sought.

13.10 BINDING EFFECT. The obligations of the Company to the Indemnitee hereunder
shall survive and continue as to the Indemnitee even if the Indemnitee ceases to
be a director,  officer, employee, adviser and/or agent of the Company. Each and
all of the covenants,  terms and  provisions of this Agreement  shall be binding
upon and inure to the benefit of the  successors and assigns of the Company and,
upon  the  death  of the  Indemnitee,  to the  benefit  of  the  estate,  heirs,
executors, administrators and personal representatives of the Indemnitee.

13.11 COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
each of which will be deemed an original.

13.12  EFFECTIVE  DATE.  The  provisions of this  Agreement  shall cover claims,
actions,  suits and proceedings  whether now pending or hereafter  commenced and
shall be  retroactive  to cover acts or  omissions  or alleged acts or omissions
which heretofore have taken place.

13.13 EFFECT OF WAIVER. The failure of any party at any time or times to require
performance  of any  provision of this  Agreement  will in no manner  affect the
right to  enforce  the  same.  The  waiver  by any  party of any  breach  of any
provision  of this  Agreement  will not be  construed to be a waiver by any such
party of any  succeeding  breach of that  provision or a waiver by such party of
any breach of any other provision.

13.14  ENFORCEMENT.  Should it become necessary for any party to institute legal
action to enforce the terms and  conditions of this  Agreement,  the  successful
party  will be awarded  reasonable  attorneys'  fees at all trial and  appellate
levels,  expenses and costs. Any suit, action or proceeding with respect to this
Agreement  shall be  brought  in the  courts of  Broward  County in the State of
Florida or in the U.S. District Court for the Southern District of Florida.  The
parties hereto hereby accept the exclusive  jurisdiction of those courts for the
purpose of any such suit, action or proceeding.

Venue for any such action,  in addition to any other venue permitted by statute,
will be Broward Count,  Florida. The parties hereto hereby irrevocably waive, to
the fullest  extent  permitted by law, any objection that any of them may now or
hereafter have to the laying of venue of any suit, action of proceeding  arising
out of or relating to this  Agreement  or any  judgment  entered by any court in
respect  thereof  brought  in  Broward  County,   Florida,  and  hereby  further
irrevocably  waive any claim  that any suit,  action or  proceeding  brought  in
Broward County, Florida, has been brought in an inconvenient forum.


                                       16
<PAGE>

The parties  hereto  acknowledge  and agree that any party's remedy at law for a
breach or threatened  breach of any of the provisions of this Agreement would be
inadequate  and such  breach  or  threatened  breach  shall be per se  deemed as
causing irreparable harm to such party.  Therefore,  in the event of such breach
or  threatened  breach,  the  parties  hereto  agree  that,  in  addition to any
available  remedy at law,  including  but not  limited to monetary  damages,  an
aggrieved party,  without posting any bond, shall be entitled to obtain, and the
offending  party  agrees  not to  oppose  the  aggrieved  party's  request  for,
equitable  relief in the form of  specific  enforcement,  temporary  restraining
order, temporary or permanent injunction, or any other equitable remedy that may
then be available to the aggrieved party.

IN WITNESS  WHEREOF,  this Agreement is dated as of the day and year first above
written.


                                        21st CENTURY HOLDING COMPANY


                                        By: /s/ Edward J. Lawson
                                           -------------------------------------
                                        Name:   EDWARD J. LAWSON
                                        Title:  PRESIDENT and CEO


                                        THE INDEMNITEE


                                            /s/  Michael H. Braun
                                        ----------------------------------------
                                                 MICHAEL H. BRAUN



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