RONCO
        CORPORATION

       

      INDEMNIFICATION
        AGREEMENT

       

      


       

      This
        Indemnification Agreement (“Agreement”)
        is made
        as of this ___ day of ___________, ______, by and between Ronco Corporation,
        a
        Delaware corporation (the “Company”),
        and
        _____________________ (“Indemnitee”).

       

      WHEREAS,
        the
        Company and Indemnitee recognize the significant cost of directors’ and
        officers’ liability insurance and the general reductions in the coverage of such
        insurance;

       

      WHEREAS,
        the
        Company and Indemnitee further recognize the substantial increase in corporate
        litigation in general, subjecting officers and directors to expensive litigation
        risks at the same time as the coverage of liability insurance has been severely
        limited; and

       

      WHEREAS,
        the
        Company desires to attract and retain the services of highly qualified
        individuals, such as Indemnitee, to serve as officers and directors of the
        Company and to indemnify its officers and directors so as to provide them
        with
        the maximum protection permitted by law.

       

      NOW,
        THEREFORE,
        in
        consideration for Indemnitee’s services as an officer or director of the
        Company, the Company and Indemnitee hereby agree as follows:

       

      1. Indemnification.

       

      (a) Third
        Party Proceedings.
        The
        Company shall indemnify Indemnitee if Indemnitee is or was a party or is
        threatened to be made a party to any threatened, pending or completed action,
        suit, proceeding or any alternative dispute resolution mechanism, whether
        civil,
        criminal, administrative or investigative (other than an action by or in
        the
        right of the Company) by reason of the fact that Indemnitee is or was a
        director, officer, employee or agent of the Company, or any subsidiary of
        the
        Company, or by reason of the fact that Indemnitee is or was serving at the
        request of the Company as a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other enterprise, against
        expenses (including attorneys’ fees), judgments, fines and amounts paid in
        settlement (if such settlement is approved in advance by the Company, which
        approval shall not be unreasonably withheld) actually and reasonably incurred
        by
        Indemnitee in connection with such action, suit or proceeding if Indemnitee
        acted in good faith and in a manner Indemnitee 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 Indemnitee’s
        conduct was unlawful. 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 Indemnitee did
        not
        act in good faith and in a manner which Indemnitee 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 Indemnitee’s
        conduct was unlawful.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (b) Proceedings
        By or in the Right of the Company.
        The
        Company shall indemnify Indemnitee if Indemnitee was or is a party or is
        threatened to be made a party to any threatened, pending or completed action
        or
        suit by or in the right of the Company or any subsidiary of the Company to
        procure a judgment in its favor by reason of the fact that Indemnitee is
        or was
        a director, officer, employee or agent of the Company, or any subsidiary
        of the
        Company, or by reason of the fact that Indemnitee is or was serving at the
        request of the Company as a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other enterprise, against
        expenses (including attorneys’ fees) and, to the fullest extent permitted by
        law, amounts paid in settlement actually and reasonably incurred by Indemnitee
        in connection with the defense or settlement of such action or suit if
        Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
        to
        be in or not opposed to the best interests of the Company, except that no
        indemnification shall be made in respect of any claim, issue or matter as
        to
        which Indemnitee shall have been adjudged to be liable to the Company unless
        and
        only to the extent that the Court of Chancery of the State of Delaware or
        the
        court in which such action or suit was brought 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 indemnity for
        such
        expenses which the Court of Chancery of the State of Delaware or such other
        court shall deem proper.

       

      (c) Mandatory
        Payment of Expenses.
        To the
        extent that Indemnitee has been successful on the merits or otherwise in
        defense
        of any action, suit or proceeding referred to in Subsections (a) and
        (b) of
        this Section 1, or in defense of any claim, issue or matter therein,
        Indemnitee shall be indemnified against expenses (including attorneys’ fees)
        actually and reasonably incurred by Indemnitee in connection
        therewith.

       

      2. Expenses;
        Indemnification Procedure.

       

      (a) Advancement
        of Expenses.
        The
        Company shall advance all expenses incurred by Indemnitee in connection with
        the
        investigation, defense, settlement or appeal of any civil or criminal action,
        suit or proceeding referenced in Section 1(a) or (b) hereof (but not
        amounts actually paid in settlement of any such action, suit or proceeding).
        Indemnitee hereby undertakes to repay such amounts advanced only if, and
        to the
        extent that, it shall ultimately be determined that Indemnitee is not entitled
        to be indemnified by the Company as authorized hereby. The advances to be
        made
        hereunder shall be paid by the Company to Indemnitee within thirty (30)
        days following delivery of a written request therefor by Indemnitee to the
        Company.

       

      (b) Notice/Cooperation
        by Indemnitee.
        Indemnitee shall, as a condition precedent to his right to be indemnified
        under
        this Agreement, give the Company notice in writing as soon as practicable
        of any
        claim made against Indemnitee for which indemnification will or could be
        sought
        under this Agreement. Notice to the Company shall be directed to the President
        of the Company at the address shown on the signature page of this Agreement
        (or
        such other address as the Company shall designate in writing to Indemnitee).
        Notice shall be deemed received three business days after the date postmarked
        if
        sent by domestic certified or registered mail, properly addressed, five business
        days if sent by airmail to a country outside of North America; otherwise
        notice
        shall be deemed received when such notice shall actually be received by the
        Company. In addition, Indemnitee shall give the Company such information
        and
        cooperation as it may reasonably require and as shall be within Indemnitee’s
        power.

       

      
        
           

        

        
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      (c) Procedure.
        Any
        indemnification and advances provided for in Section 1 and this
        Section 2 shall be made no later than thirty (30) days after receipt
        of the
        written request of Indemnitee. If a claim under this Agreement, under any
        statute, or under any provision of the Company’s Certificate of Incorporation or
        Bylaws providing for indemnification, is not paid in full by the Company
        within
        thirty (30) days after a written request for payment thereof has first been
        received by the Company, Indemnitee may, but need not, at any time thereafter
        bring an action against the Company to recover the unpaid amount of the claim
        and, subject to Section 12 of this Agreement, Indemnitee shall also
        be
        entitled to be paid for the expenses (including attorneys’ fees) of bringing
        such action. It shall be a defense to any such action (other than an action
        brought to enforce a claim for expenses incurred in connection with any action,
        suit or proceeding in advance of its final disposition) that Indemnitee has
        not
        met the standards of conduct which make it permissible under applicable law
        for
        the Company to indemnify Indemnitee for the amount claimed. However, Indemnitee
        shall be entitled to receive interim payments of expenses pursuant to
        Subsection 2(a) unless and until such defense may be finally adjudicated
        by
        court order or judgment from which no further right of appeal exists. It
        is the
        parties’ intention that if the Company contests Indemnitee’s right to
        indemnification, the question of Indemnitee’s right to indemnification shall be
        for the court to decide, and neither the failure of the Company (including
        its
        Board of Directors, any committee or subgroup of the Board of Directors,
        independent legal counsel, or its stockholders) to have made a determination
        that indemnification of Indemnitee is proper in the circumstances because
        Indemnitee has met the applicable standard of conduct required by applicable
        law, nor an actual determination by the Company (including it Board of
        Directors, any committee or subgroup of the Board of Directors, independent
        legal counsel, or its stockholders) that Indemnitee has not met such applicable
        standard of conduct, shall create a presumption that Indemnitee has or has
        not
        met the applicable standard of conduct.

       

      (d) Notice
        to Insurers.
        If, at
        the time of the receipt of a notice of a claim pursuant to Section 2(b)
        hereof, the Company has director and officer liability insurance in effect,
        the
        Company shall give prompt notice of the commencement 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.

       

      (e) Selection
        of Counsel.
        In the
        event the Company shall be obligated under Section 2(a) hereof to
        pay the
        expenses of any proceeding against Indemnitee, the Company, if appropriate,
        shall be entitled to assume the defense of such proceeding, with counsel
        approved by Indemnitee, upon the delivery to Indemnitee of written notice
        of its
        election to do so. After delivery of such notice, approval of such counsel
        by
        Indemnitee and the retention of such counsel by the Company, the Company
        will
        not be liable to Indemnitee under this Agreement for any fees of counsel
        subsequently incurred by Indemnitee with respect to the same proceeding,
        provided that (i) Indemnitee shall have the right to employ his counsel
        in
        any such proceeding at Indemnitee’s expense; and (ii) if (A) the
        employment of counsel by Indemnitee has been previously authorized by the
        Company, (B) Indemnitee shall have reasonably concluded that there
        may be a
        conflict of interest between the Company and Indemnitee in the conduct of
        any
        such defense, or (C) the Company shall not, in fact, have employed
        counsel
        to assume the defense of such proceeding, then the fees and expenses of
        Indemnitee’s counsel shall be at the expense of the Company.

       

      
        
           

        

        
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      3. Additional
        Indemnification Rights; Nonexclusivity.

       

      (a) Scope.
        Notwithstanding any other provision of this Agreement, the Company hereby
        agrees
        to indemnify the Indemnitee to the fullest extent permitted by law,
        notwithstanding that such indemnification is not specifically authorized
        by the
        other provisions of this Agreement, the Company’s Certificate of Incorporation,
        the Company’s Bylaws or by statute. In the event of any change, after the date
        of this Agreement, in any applicable law, statute, or rule which expands
        the
        right of a Delaware corporation to indemnify a member of its board of directors
        or an officer, such changes shall be, ipso
        facto,
        within
        the purview of Indemnitee’s rights and Company’s obligations, under this
        Agreement. In the event of any change in any applicable law, statute or rule
        which narrows the right of a Delaware corporation to indemnify a member of
        its
        board of directors or an officer, such changes, to the extent not otherwise
        required by such law, statute or rule to be applied to this Agreement shall
        have
        no effect on this Agreement or the parties’ rights and obligations
        hereunder.

       

      (b) Nonexclusivity.
        The
        indemnification provided by this Agreement shall not be deemed exclusive
        of any
        rights to which Indemnitee may be entitled under the Company’s Certificate of
        Incorporation, its Bylaws, any agreement, any vote of stockholders or
        disinterested Directors, the General Corporation Law of the State of Delaware,
        or otherwise, both as to action in Indemnitee’s official capacity and as to
        action in another capacity while holding such office. The indemnification
        provided under this Agreement shall continue as to Indemnitee for any action
        taken or not taken while serving in an indemnified capacity even though he
        may
        have ceased to serve in such capacity at the time of any action, suit or
        other
        covered proceeding.

       

      4. Partial
        Indemnification.
        If
        Indemnitee is entitled under any provision of this Agreement to indemnification
        by the Company for some or a portion of the expenses, judgments, fines or
        penalties actually or reasonably incurred by him in the investigation, defense,
        appeal or settlement of any civil or criminal action, suit or proceeding,
        but
        not, however, for the total amount thereof, the Company shall nevertheless
        indemnify Indemnitee for the portion of such expenses, judgments, fines or
        penalties to which Indemnitee is entitled.

       

      5. Mutual
        Acknowledgement.
        Both
        the Company and Indemnitee acknowledge that in certain instances, Federal
        law or
        applicable public policy may prohibit the Company from indemnifying its
        directors and officers under this Agreement or otherwise. Indemnitee understands
        and acknowledges that the Company has undertaken or may be required in the
        future to undertake with the Securities and Exchange Commission to submit
        the
        question of indemnification to a court in certain circumstances for a
        determination of the Company’s right under public policy to indemnify
        Indemnitee.

       

      
        
           

        

        
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      6. Officer
        and Director Liability Insurance.
        The
        Company shall, from time to time, make the good faith determination whether
        or
        not it is practicable for the Company to obtain and maintain a policy or
        policies of insurance with reputable insurance companies providing the officers
        and directors of the Company with coverage for losses from wrongful acts,
        or to
        ensure the Company’s performance of its indemnification obligations under this
        Agreement. Among other considerations, the Company will weigh the costs of
        obtaining such insurance coverage against the protection afforded by such
        coverage. In all policies of director and officer liability insurance,
        Indemnitee shall be named as an insured in such a manner as to provide
        Indemnitee the same rights and benefits as are accorded to the most favorably
        insured of the Company’s directors, if Indemnitee is a director; or of the
        Company’s officers, if Indemnitee is not a director of the Company but is an
        officer. Notwithstanding the foregoing, the Company shall have no obligation
        to
        obtain or maintain such insurance if the Company determines in good faith
        that
        such insurance is not reasonably available, if the premium costs for such
        insurance are disproportionate to the amount of coverage provided, if the
        coverage provided by such insurance is limited by exclusions so as to provide
        an
        insufficient benefit, or if Indemnitee is covered by similar insurance
        maintained by a subsidiary or parent of the Company.

       

      7. Severability.
        Nothing
        in this Agreement is intended to require or shall be construed as requiring
        the
        Company to do or fail to do any act in violation of applicable law. The
        Company’s inability, pursuant to court order, to perform its obligations under
        this Agreement shall not constitute a breach of this Agreement. The provisions
        of this Agreement shall be severable as provided in this Section 7.
        If this
        Agreement or any portion hereof shall be invalidated on any ground by any
        court
        of competent jurisdiction, then the Company shall nevertheless indemnify
        Indemnitee to the full extent permitted by any applicable portion of this
        Agreement that shall not have been invalidated, and the balance of this
        Agreement not so invalidated shall be enforceable in accordance with its
        terms.

       

      8. Exceptions.
        Any
        other provision herein to the contrary notwithstanding, the Company shall
        not be
        obligated pursuant to the terms of this Agreement:

       

      (a) Claims
        Initiated by Indemnitee.
        To
        indemnify or advance expenses to Indemnitee with respect to proceedings or
        claims initiated or brought voluntarily by Indemnitee and not by way of defense,
        except with respect to proceedings brought to establish or enforce a right
        to
        indemnification under this Agreement or any other statute or law or otherwise
        as
        required under Section 145 of the Delaware General Corporation Law,
        but
        such indemnification or advancement of expenses may be provided by the Company
        in specific cases if the Board of Directors has approved the initiation or
        bringing of such suit; or

       

      (b) Lack
        of Good Faith.
        To
        indemnify Indemnitee for any expenses incurred by the Indemnitee with respect
        to
        any proceeding instituted by Indemnitee to enforce or interpret this Agreement,
        if a court of competent jurisdiction determines that each of the material
        assertions made by the Indemnitee in such proceeding was not made in good
        faith
        or was frivolous; or

       

      
        
           

        

        
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      (c) Insured
        Claims.
        To
        indemnify Indemnitee for expenses or liabilities of any type whatsoever
        (including, but not limited to, judgments, fines, ERISA excise taxes or
        penalties, and amounts paid in settlement) which have been paid directly
        to
        Indemnitee by an insurance carrier under a policy of officers’ and directors’
        liability insurance maintained by the Company.

       

      (d) Claims
        Under Section 16(b).
        To
        indemnify Indemnitee for expenses and the payment of profits arising from
        the
        purchase and sale by Indemnitee of securities in violation of Section 16(b)
        of the Securities Exchange Act of 1934, as amended, or any similar successor
        statute. 

       

      9. Construction
        of Certain Phrases.

       

      (a) For
        purposes of this Agreement, references to the “Company” shall include, in
        addition to the resulting corporation, any constituent corporation (including
        any constituent of a constituent) absorbed in a consolidation or merger which,
        if its separate existence had continued, would have had power and authority
        to
        indemnify its directors, officers, and employees or agents, so that if
        Indemnitee is or was a director, officer, employee or agent of such constituent
        corporation, or is or was serving at the request of such constituent corporation
        as a director, officer, employee or agent of another corporation, partnership,
        joint venture, trust or other enterprise, Indemnitee shall stand in the same
        position under the provisions of this Agreement with respect to the resulting
        or
        surviving corporation as Indemnitee would have with respect to such constituent
        corporation if its separate existence had continued.

       

      (b) For
        purposes of this Agreement, references to “other enterprises” shall include
        employee benefit plans; references to “fines” shall include any excise taxes
        assessed on Indemnitee with respect to an employee benefit plan; and references
        to “serving at the request of the Company” shall include any service as a
        director, officer, employee or agent of the Company which imposes duties
        on, or
        involves services by, such director, officer, employee or agent 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
        interest 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.

       

      10. Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        constitute an original.

       

      11. Successors
        and Assigns.
        This
        Agreement shall be binding upon the Company and its successors and assigns,
        and
        shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal
        representatives and assigns.

       

      12. Attorneys’
        Fees. In
        the
        event that any action is instituted by Indemnitee under this Agreement to
        enforce or interpret any of the terms hereof, Indemnitee shall be entitled
        to be
        paid all court costs and expenses, including reasonable attorneys’ fees,
        incurred by Indemnitee with respect to such action, unless as a part of such
        action, the court of competent jurisdiction determines that each of the material
        assertions made by Indemnitee as a basis for such action were not made in
        good
        faith or were frivolous. In the event of an action instituted by or in the
        name
        of the Company under this Agreement or to enforce or interpret any of the
        terms
        of this Agreement, Indemnitee shall be entitled to be paid all court costs
        and
        expenses, including attorneys’ fees, incurred by Indemnitee in defense of such
        action (including with respect to Indemnitee’s counterclaims and cross-claims
        made in such action), unless as a part of such action the court determines
        that
        each of Indemnitee’s material defenses to such action were made in bad faith or
        were frivolous.

       

      
        
           

        

        
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      13. Notice.
        All
        notices, requests, demands and other communications under this Agreement
        shall
        be in writing and shall be deemed duly given (i) if delivered by hand
        and
        receipted for by the party addressee, on the date of such receipt, or
        (ii) if mailed by domestic certified or registered mail with postage
        prepaid, on the third business day after the date postmarked. Addresses for
        notice to either party are as shown on the signature page of this Agreement,
        or
        as subsequently modified by written notice.

       

      14. Consent
        to Jurisdiction.
        The
        Company and Indemnitee each hereby irrevocably consent to the jurisdiction
        of
        the courts of the State of Delaware for all purposes in connection with any
        action or proceeding which arises out of or relates to this Agreement and
        agree
        that any action instituted under this Agreement shall be brought only in
        the
        state courts of the State of Delaware.

       

      15. Choice
        of Law.
        This
        Agreement shall be governed by and its provisions construed in accordance
        with
        the laws of the State of Delaware, as applied to contracts between Delaware
        residents entered into and to be performed entirely within Delaware without
        regard to the conflict of law principles thereof.

       

      16. 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 estate, 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 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.

       

      17. 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 Indemnitee, who
        shall
        execute all documents required and shall do all acts that may be necessary
        to
        secure such rights and to enable the Company effectively to bring suit to
        enforce such rights.

       

      18. Amendment
        and Termination.
        No
        amendment, modification, termination or cancellation of this Agreement shall
        be
        effective unless it is in writing signed by both 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 hereof (whether or not similar) nor shall
        such
        waiver constitute a continuing waiver.

       

      
        
           

        

        
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      19. 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

      
 

      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first above written.

      


       

      
        	 	RONCO
                CORPORATION
	 	 
	 	 
	 	Signature of Authorized
                Signatory
	 	 
	 	 
	 	Print Name and Title
	 	 
	 	 
	 	Address:
                ______________________________
	 	            
                ______________________________
	 	 
	AGREED TO AND
                ACCEPTED:	 
	 	 
	INDEMNITEE:	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Print Name and Title	 
	 	 
	 	 
	Address:
                ______________________________	 
	            
                ______________________________	 
	            
                ______________________________