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                                    FORM OF
                       DIRECTOR INDEMNIFICATION AGREEMENT


                  INDEMNIFICATION AGREEMENT (this "Agreement"), made as of
_______________, by and between eCal Corporation, a Pennsylvania corporation
(the "Company"), and __________ (the "Indemnitee"), a director of the Company.

                  WHEREAS, the Indemnitee will serve or is currently serving as
a director of the Company, may also be serving as an officer and/or a director
of one or more affiliates of the Company, and in such capacities has rendered
and will render valuable services to the Company;

                  WHEREAS, the Company desires to provide Indemnitee with
adequate protection against various legal risks and potential liabilities to
which he may become subject due to his position with the Company and its
affiliates; and

                  WHEREAS, in order to induce and encourage highly experienced
and capable persons such as the Indemnitee to serve as a director of the
Company, the Board of Directors has determined, after due consideration and
investigation of the terms and provisions of this Agreement and the various
other options available to the Company and the Indemnitee in lieu hereof, that
this Agreement is not only reasonable and prudent, but necessary to promote the
best interests of the Company.

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements hereinafter set forth, and other good and valuable consideration, the
receipt of which hereby is acknowledged, and in order to induce the Indemnitee
to serve as a director of the Company and, at the Company's request, of certain
affiliates, the Company and the Indemnitee hereby agree as follows:

                  1. Definitions. As used in this Agreement:

                           The term "Change in Control" shall mean a change in
         control of the Company of a nature that would be required to be
         reported in response to Item 5(f) of Schedule 14A of Regulation 14A (or
         in response to any similar item on any similar schedule or form)
         promulgated under the Securities Exchange Act of 1934, as amended, and
         the rules and regulations promulgated thereunder (collectively, the
         "Act"), whether or not the Company is then subject to such reporting
         requirement; provided, however, that, without limitation, such a Change
         in Control shall be deemed to have occurred (irrespective of the
         applicability of the initial clause of this definition) if (i) after
         the date hereof a "person" (as such term is used in Sections 13(d) and
         14(d) of the Act, but excluding any employee benefit or welfare plan or
         employee stock plan of the Company or any subsidiary of the Company, or
         any entity organized, appointed, established or holding securities of
         the Company with voting power for or pursuant to the terms of any such
         plan) becomes the "beneficial owner" (as defined in Rule 13d-3 under
         the Act), directly or indirectly, of securities of the Company
         representing 50.1% or more of the combined voting power of the
         Company's then outstanding securities without the prior approval of at
         least two-thirds of the members of the Board of Directors of the
         Company in office immediately prior to such person's attaining such
         interest; or (ii) the Company is a party to a merger, consolidation,
         sale of assets or other reorganization, or a proxy contest, as a
         consequence of which members of the Board of Directors in office
         immediately prior to such transaction or event constitute less than a
         majority of the Board of Directors thereafter, unless such transaction
         was approved by at least two-thirds of the members of the Board of
         Directors.


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                           The term "Board of Directors" shall mean the Board of
         Directors of the Company.

                           The term "Disinterested Director," with respect to
         any request by the Indemnitee for indemnification hereunder, shall mean
         a director of the Company who neither is nor was a party to the
         Proceeding in respect of which indemnification is being sought by the
         Indemnitee.

                           The term "Expenses" shall mean, without limitation,
         reasonable expenses of Proceedings, including attorneys' fees,
         disbursements and retainers, accounting and witness fees, expenses
         related to the preparation or service as a witness, travel and
         deposition costs, expenses of investigations, judicial or
         administrative proceedings and appeals, amounts paid in settlement of a
         Proceeding by or on behalf of the Indemnitee provided such settlement
         was approved by the Company, which approval shall not be unreasonably
         withheld, costs of attachment or similar bonds and any expenses of
         attempting to establish or establishing a right to indemnification
         pursuant to this Agreement, under applicable law or otherwise. The term
         "Expenses" shall not include the amount of judgments, fines or
         penalties, or excise taxes or other amounts assessed with respect to
         any employee benefit plan, which are actually levied against or
         sustained by the Indemnitee.

                           The term "Independent Legal Counsel" shall mean any
         firm of attorneys (a) selected by lot from a list consisting of firms
         which meet minimum size criteria and other reasonable criteria
         established by the Board of Directors of the Company, so long as such
         firm has not represented the Company, the Indemnitee, any entity
         controlled by the Indemnitee, or any party adverse to the Company, the
         Indemnitee or any entity controlled by the Indemnitee, within the
         preceding five (5) years, and (b) reasonably acceptable to the
         Indemnitee. Notwithstanding the foregoing, the term "Independent Legal
         Counsel" shall not include any person who, under applicable standards
         of professional conduct then prevailing, would have a conflict of
         interest in representing either the Company or the Indemnitee in an
         action to determine the Indemnitee's right to indemnification under
         this Agreement, applicable law or otherwise.

                           The term "Other Enterprises" shall mean a corporation
         (other than the Company), and including, without limitation, any
         subsidiary and any partnership, joint venture, trust, employee benefit
         plan or other enterprise for which the Indemnitee is or was serving as
         a director, officer, employee, trustee, fiduciary, advisor or agent at
         the request of the Company.

                           The term "Proceeding" shall mean any threatened,
         pending or completed action, suit, arbitration, alternate dispute
         resolution mechanism, or any other proceeding (including, without
         limitation, an appeal therefrom), formal or informal, whether brought


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         in the name of the Company or otherwise, whether of a civil, criminal,
         administrative or investigative nature, whether by, in or involving a
         court or an administrative, other governmental or private entity or
         body (including, without limitation, an investigation by the Company or
         its Board of Directors), and as to which the Indemnitee was or is a
         party or threatened to be made a party or was or is otherwise involved
         in by reason of (i) the fact that the Indemnitee is or was an officer
         or a director of the Company, or is or was serving at the request of
         the Company as a director, officer, employee, trustee, fiduciary,
         advisor or agent of an Other Enterprise, or was a director, officer,
         employee, trustee, fiduciary, advisor or agent of a corporation which
         was a predecessor corporation of the Company or of another enterprise
         at the request of such predecessor corporation, whether or not he or
         she is serving in such capacity at the time any liability or expense is
         incurred for which indemnification or reimbursement is to be provided
         under this Agreement, including, without limitation, any such
         Proceeding arising out of or related to any act or omission of the
         Indemnitee in connection with the business of the Company or any of the
         Other Enterprises prior to, at the time of or subsequent to the date
         hereof, or (ii) the Indemnitee attempting to establish or establishing
         a right to indemnification pursuant to this Agreement, applicable law
         or otherwise.

                           The phrase "serving at the request of the Company"
         shall include, without limitation, (i) any service as an officer,
         director, employee, or agent which imposes duties on, or involves
         services by, such officer or director with respect to the Company or
         any Other Enterprise, and (ii) any service as an officer, director,
         employee or agent of a corporation which was a predecessor corporation
         of the Company or of an Other Enterprise at the request of such
         predecessor corporation.

                  2. Services by the Indemnitee. The Indemnitee agrees to
continue to serve as a director of the Company for so long as he or she is duly
elected and qualified, appointed or until such time as he or she tenders his or
her resignation in writing or is removed as an officer and/or a director;
provided, however, that the Indemnitee may at any time and for any reason resign
from such positions.

                  3. Proceeding Other Than a Proceeding By or In the Right of
the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or
is a party to or threatened to be made a party to or was or is otherwise
involved in any Proceeding (other than a Proceeding by or in the right of the
Company to procure a judgment in its favor), by reason of the fact that the
Indemnitee was or is a director of the Company, or was or is serving at the
request of the Company as a director, officer, employee, trustee, fiduciary,
advisor or agent of an Other Enterprise, or was a director, officer, employee,
trustee, fiduciary, advisor or agent of a corporation which was a predecessor
corporation of the Company or of another enterprise at the request of such
predecessor corporation, against all Expenses, judgments, fines and penalties
which are actually incurred by the Indemnitee in connection with such a
Proceeding, to the fullest extent permitted by applicable law and the Company's
Articles of Incorporation, as amended, and the Company's By-Laws, as amended,
and subject in each case to Paragraph 7 below; provided, that any settlement of
a Proceeding be approved in advance in writing by the Company and the
Indemnitee, except that the Indemnitee's approval shall not be required for a
settlement of a Proceeding that is limited to the payment of money only and a
full release of the Indemnitee and that does not impose any penalty or
limitation on or otherwise adversely affect the Indemnitee.



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                  4. Proceedings By or In the Right of the Company. The Company
shall indemnify the Indemnitee if the Indemnitee was or is a party to or
threatened to be made a party to or was or is otherwise involved in any
Proceeding by or in the right of the Company to procure a judgment in its favor
by reason of the fact that the Indemnitee was or is an officer or a director of
the Company, or was or is serving at the request of the Company as a director,
officer, employee, trustee, fiduciary, advisor or agent of an Other Enterprise,
or was a director, officer, employee, trustee, fiduciary, advisor or agent of a
corporation which was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation, against all Expenses,
judgments, fines and penalties, which are actually incurred by the Indemnitee in
connection with such a Proceeding, to the fullest extent permitted by applicable
law and the Company's Articles of Incorporation, as amended, and the Company's
By-Laws, as amended, and subject in each case to Paragraph 7 below.
Notwithstanding the foregoing, indemnification shall not be made in respect of
any claim, issue or matter in such a Proceeding as to which the Indemnitee shall
have been adjudged to be liable to the Company if applicable law prohibits such
indemnification; provided, however, indemnification shall be made by the Company
in such event if, and to the extent that, a court of competent jurisdiction, or
the court in which such Proceeding shall have been brought or is pending, shall
determine that indemnification is appropriate under the circumstances.

                  5. Indemnification for Costs, Charges and Expenses of Witness
or Successful Party. Notwithstanding any other provision of this Agreement
(except as set forth in Paragraph 9 hereof), and without a requirement for a
determination as required by Paragraph 8 hereof, to the extent that the
Indemnitee (a) has prepared to serve or has served as a witness in any
Proceeding in any way relating to the Company or any of the Company's
subsidiaries, affiliates, employee benefit plans, such plan's participants or
beneficiaries or any Other Enterprise, or in any way relating to anything done
or not done by the Indemnitee as an officer or a director of the Company, as a
director, officer, employee, trustee, fiduciary, advisor or agent of an Other
Enterprise, or as a director, officer, employee, trustee, fiduciary, advisor or
agent of a corporation which was a predecessor corporation of the Company or of
another enterprise at the request of such predecessor corporation, or (b) has
been successful in the defense of any Proceeding or in the defense of any claim,
issue or matter therein, on the merits or otherwise, including the dismissal of
a Proceeding without prejudice or the settlement of a Proceeding without an
admission of liability, the Indemnitee shall be indemnified against all Expenses
actually incurred by the Indemnitee in connection therewith to the fullest
extent permitted by applicable law and the Company's Articles of Incorporation,
as amended, and the Company's By-Laws, as amended, subject in each case to
Paragraph 7 below.

                  6. Partial Indemnification. If the Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for a
portion of the Expenses, judgments, fines or penalties, or excise taxes or other
amounts assessed with respect to any employee benefit plan, which are actually
incurred by him or her in the investigation, defense, appeal or settlement of
any Proceeding, but not, however, for the total amount of his or her Expenses,
judgments, fines or penalties, or excise taxes or other amounts assessed with
respect to any employee benefit plan, then the Company shall nevertheless
indemnify the Indemnitee for the portion of such Expenses, judgments, fines,
penalties, or excise taxes or other amounts to which the Indemnitee is entitled.



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                  7. Advances of Expenses. The Expenses incurred by the
Indemnitee in any Proceeding shall be paid promptly by the Company at the time
incurred in advance of the final disposition of the Proceeding at the written
request of the Indemnitee to the fullest extent permitted by applicable law and
the Company's Articles of Incorporation, as amended, and the Company's By-Laws,
as amended; provided, that the Indemnitee shall set forth in such request
reasonable evidence that such Expenses have been incurred by the Indemnitee in
connection with such Proceeding, a statement that such Expenses do not relate to
any matter described in subparagraph 9(a) of this Agreement, and an undertaking
in writing to repay any advances of Expenses (a) if it is ultimately determined
as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not
entitled to indemnification for such Expenses under this Agreement, or (b) upon
reimbursement or other payment to the Indemnitee under any applicable insurance
policy of the Expenses so advanced. The undertaking required by this Paragraph 7
shall be an unlimited general obligation of the Indemnitee, but shall not be
secured by any collateral or made with reference to the financial ability of the
Indemnitee to make repayment.

                  8. Indemnification Procedure: Determination of Right to
Indemnification.

                           (a) Promptly after receipt by the Indemnitee of
notice of the commencement of any Proceeding (the receipt of which shall be
conclusively presumed if the Indemnitee is served with or has actual knowledge
of any citation, summons, complaint, indictment or any other similar documents
relating to such Proceeding), the Indemnitee shall, if a claim for
indemnification or advances in respect thereof is to be made against the Company
under this Agreement, notify the Company of the commencement thereof in writing
(which notice shall be addressed to the President of the Company). The omission
to so notify the Company will not relieve the Company from any liability which
the Company may have to the Indemnitee under this Agreement unless the Company
shall have lost significant substantive or procedural rights with respect to the
defense of any Proceeding as a result of such omission to so notify.

                           (b) The Indemnitee shall be presumed to have met the
relevant standards of conduct, if any, as defined by the law of the state of the
Company's organization, for indemnification, and shall be absolutely entitled to
such indemnification unless a reasonable and good faith determination is made
that the Indemnitee has not met such standards of conduct (i) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors,
(ii) by the shareholders of the Company by a majority vote of a quorum thereof,
(iii) by Independent Legal Counsel as set forth in a written opinion, provided,
that (A) a quorum of Disinterested Directors is not obtainable or (B) the Board
of Directors of the Company by a majority vote of a quorum thereof consisting of
Disinterested Directors so directs, or (iv) by a court of competent
jurisdiction; provided, however, that if a Change of Control shall have occurred
and the Indemnitee so requests in writing, such determination shall be made only
by a court of competent jurisdiction.

                           (c) If a claim for indemnification or advancement of
Expenses under this Agreement is not paid by the Company within sixty (60) days
after receipt by the Company of written notice thereof, the rights provided by
this Agreement shall be enforceable by the Indemnitee in any court of competent


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jurisdiction. Such judicial proceeding shall be made de novo. The burden of
proving that indemnification or advances is not appropriate shall be on the
Company. Neither the failure of the directors or shareholders of the Company or
Independent Legal Counsel to have made a determination prior to the commencement
of such action that indemnification or advances is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct, if any, nor
an actual determination by the directors or stockholders of the Company or
Independent Legal Counsel that the Indemnitee has not met the applicable
standard of conduct shall be a defense to an action by the Indemnitee or create
a presumption for the purpose of such an action that the Indemnitee has not met
the applicable standard of conduct. The termination of any Proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, (i) create a presumption that the
Indemnitee did not act in good faith and in a manner which he or she reasonably
believed to be in the best interests of the Company and/or its shareholders or,
with respect to any criminal Proceeding, that the Indemnitee had reasonable
cause to believe that his or her conduct was unlawful, or (ii) otherwise
adversely affect the rights of the Indemnitee to indemnification or advances
under this Agreement, except in each case as may be provided herein. The Company
further agrees to stipulate in any such judicial proceeding that the Company is
bound by all the provisions of this Agreement.

                           (d) If a court of competent jurisdiction shall
determine that the Indemnitee is entitled to any indemnification or advances
hereunder, the Company shall pay all Expenses actually incurred by the
Indemnitee in connection with such adjudication (including, but not limited to,
any appellate proceedings). The Indemnitee's Expenses incurred in connection
with any Proceeding concerning his or her right to indemnification or advances
in whole or in part pursuant to this Agreement shall also be indemnified by the
Company pursuant to this Agreement; provided, however, that nothing in this
clause (d) shall limit or diminish in any respect the Company's obligations to
advance Expenses pursuant to Paragraph 7 above.

                           (e) With respect to any Proceeding for which
indemnification or advances are requested, the Company will be entitled to
participate therein at its own expense and, except as otherwise provided below,
to the extent that it may wish, the Company may assume the defense thereof, with
counsel reasonably acceptable to the Indemnitee. After notice from the Company
to the Indemnitee of its election to so assume the defense of a Proceeding, the
Company will not be liable to the Indemnitee under this Agreement for any
Expenses subsequently incurred by the Indemnitee in connection with the defense
thereof, other than as provided below. The Company shall not settle any
Proceeding in any manner which would impose any penalty or limitation on or
otherwise adversely affect the Indemnitee without the Indemnitee's written
consent. The Indemnitee shall have the right to employ his or her own counsel in
any Proceeding, but the fees and expenses of such counsel incurred after notice
from the Company of its assumption of the defense of the Proceeding shall be at
the expense of the Indemnitee, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, or (ii) the Indemnitee provides
the Company with an opinion of counsel reasonably satisfactory to the Company
that there is likely to be a conflict of interest between the Company and the
Indemnitee in the conduct of the defense of a proceeding, or (iii) the Company
shall not in fact have employed counsel reasonably acceptable to the Indemnitee
to assume the defense of a Proceeding, in each of which cases the fees and
expenses of the Indemnitee's counsel shall be advanced by the Company pursuant
to the terms of Paragraph 7 above.



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                  9. Limitations on Indemnification. Notwithstanding anything
contained in this Agreement to the contrary, no payments pursuant to this
Agreement shall be made by the Company:

                           (a) To indemnify or advance funds to the Indemnitee
for (i) Expenses with respect to Proceedings initiated or brought voluntarily by
the Indemnitee or an entity in which the Indemnitee was an officer, director,
employee, owner or agent at the time the claim arose 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 applicable law, or (ii) Expenses incurred by the Indemnitee in
connection with preparing to serve or serving, prior to a Change in Control, as
a witness in cooperation with any party or entity who or which has threatened or
commenced any action or proceeding against the Company, or any director,
officer, employee, trustee, agent, representative, subsidiary, parent
corporation or affiliate of the Company, but such indemnification or advancement
of Expenses in each such case may be provided by the Company if the Board of
Directors finds it to be appropriate;

                           (b) To indemnify the Indemnitee for any Expenses,
judgments, fines or penalties, which are actually levied against or sustained by
the Indemnitee in any Proceeding for which payment has been actually made to the
Indemnitee under a valid and collectible insurance policy, except in respect of
any excess beyond the amount of payment under such insurance policy; provided,
however, that nothing in this clause (b) shall limit or diminish in any respect
the Company's obligations to advance Expenses pursuant to Paragraph 7 above;

                           (c) To indemnify the Indemnitee for any Expenses,
judgments, fines or penalties, sustained in any Proceeding for an accounting of
profits made from the purchase or sale by the Indemnitee of securities of the
Company pursuant to the provisions of Section 16(b) of the Securities Exchange
Act of 1934, as amended from time to time, or similar provisions of any federal,
state or local statute or regulation;

                           (d) To indemnify the Indemnitee for any Expenses,
judgments, fines or penalties, for which the Indemnitee is indemnified by the
Company otherwise than pursuant to this Agreement and as to which payment has
been actually made to the Indemnitee under such other indemnification
obligations, except in respect of any excess beyond the amount of payment under
such other indemnification obligations; provided, however, that nothing in this
clause (d) shall limit or diminish in any respect the Company's obligations to
advance Expenses pursuant to Paragraph 7 above;

                           (e) To indemnify the Indemnitee for any Expenses,
judgments, fines or penalties, for which the Indemnitee is indemnified, or the
payment of which is guaranteed, by a Company affiliate or another third party
and as to which payment has been actually made to the Indemnitee under such
other indemnification or guaranty obligations, except in respect of any excess
beyond the amount of payment under such other indemnification or guaranty
obligations; provided, however, that nothing in this clause (d) shall limit or
diminish in any respect the Company's obligations to advance Expenses pursuant
to Paragraph 7 above;



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                           (f) To indemnify the Indemnitee for any Expenses,
judgments, fines or penalties, on account of the Indemnitee's conduct if such
conduct shall be (i) adjudged to have been knowingly fraudulent or to constitute
willful misconduct or recklessness by a court of competent jurisdiction in a
final determination from which there is no appeal or as to which the applicable
period for appeal has expired or (ii) not to have been in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company; or

                           (g) If a court of competent jurisdiction reaches a
final determination from which there is no appeal or as to which the applicable
period for appeal has expired that any indemnification hereunder is unlawful; or

                  10. Maintenance of Liability Insurance.

                           (a) The Company hereby covenants and agrees that, as
long as the Indemnitee continues to serve as an officer or a director of the
Company and thereafter as long as the Indemnitee may be subject to any possible
Proceeding, the Company, subject to subparagraph 10(c) of this Agreement, shall
promptly obtain and maintain in full force and effect directors' and officers'
liability insurance ("D&O Insurance") in reasonable amounts from established and
reputable insurers.

                           (b) In all D&O Insurance polices, the Company will
use commercially reasonable efforts to have the Indemnitee named as an insured
in such a manner as to provide to the Indemnitee the same rights and benefits as
are accorded to the most favorably insured of the Company's directors and
officers.

                           (c) Notwithstanding the foregoing, the Company shall
have no obligation to obtain or maintain D&O Insurance if the Company
determines, in its sole discretion, that such insurance is not reasonably
available, the premium costs for such insurance are disproportionate to the
amount of coverage provided, or the coverage provided by such insurance is so
limited by exclusions that it provides an insufficient benefit.

                  11. Duration. All agreements and obligations of the Company
contained herein (a) shall be applicable to any period prior to the date hereof
during which the Indemnitee has been an officer and/or a director of the Company
(or (i) a director, officer, employee, trustee, fiduciary, advisor or agent of
an Other Enterprise, or (ii) a director, officer, employee, trustee, fiduciary,
advisor or agent of a corporation which was a predecessor corporation of the
Company or of another enterprise at the request of such predecessor
corporation); (b) shall be applicable to and continue during any period that the
Indemnitee is an officer and/or a director of the Company (or is serving at the
request of the Company as a director, officer, employee, trustee, fiduciary,
advisor or agent of an Other Enterprise) and (c) shall be applicable and
continue thereafter so long as the Indemnitee shall be subject to any possible
Proceeding by reason of the fact that the Indemnitee was an officer or a
director of the Company or serving in any other capacity referred to in this
Paragraph 11.


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                  12. Indemnification Hereunder Not Exclusive.

                           (a) The indemnification provided by this Agreement
shall not be deemed exclusive of any other rights to which the Indemnitee may be
entitled under the Articles of Incorporation, as amended, of the Company, the
By-Laws, as amended, of the Company, any agreement, vote of shareholders or
Disinterested Directors, provisions of applicable law, or otherwise, both as to
action in his or her official capacity and as to action in another capacity on
behalf of the Company while holding such office.

                           (b) Except as otherwise expressly provided in
Paragraphs 9(b) and 9(d) above with respect to payments actually made and
received by Indemnitee, the indemnification provided by this Agreement is
provided independently of, and shall not be deemed superseded by, subordinated
to, conditioned on the exercise of rights by the Indemnitee under, or limited or
otherwise affected in any respect by, (i) any D&O Insurance or other insurance
coverage maintained by the Company, any Company affiliate or any other third
party with respect to the Indemnitee's acts or omissions to act, (ii) any
indemnification obligations of the Company other than pursuant to this
Agreement, or (iii) any guaranty or indemnification obligations of any Company
affiliate or other third party with respect to the Indemnitee's acts or
omissions to act or with respect to the Company's performance hereunder.

                  13. Successors and Assigns.

                           (a) This Agreement shall be binding upon, and shall
inure to the benefit of, the Indemnitee and his or her heirs, executors,
administrators and permitted assigns, whether or not the Indemnitee has ceased
to be an officer or director, and the Company and its successors and assigns.
This Agreement may not be assigned by either party without the prior written
consent of the other party hereto.

                           (b) If the Indemnitee is deceased and is entitled to
indemnification under any provision of this Agreement, the Company shall
indemnify the Indemnitee's estate and his or her spouse, heirs, executors,
administrators and assigns against, and the Company shall, and does hereby agree
to, assume any and all Expenses, judgments, fines or penalties, actually and
reasonably incurred by or for the Indemnitee or his or her estate, in connection
with the investigation, defense, appeal or settlement of any Proceeding.

                  14. 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 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.

                  15. Severability. Each and every paragraph, sentence, term and
provision of this Agreement is separate and distinct so that if any paragraph,
sentence, term or provision thereof shall be held to be invalid, unlawful or
unenforceable for any reason, such invalidity, unlawfulness or unenforceability
shall not affect the validity, lawfulness or enforceability of any other
paragraph, sentence, term or provision hereof. To the extent required, any
paragraph, sentence, term or provision of this Agreement may be modified by a
court of competent jurisdiction to preserve its validity and to provide the
Indemnitee with the broadest possible indemnification permitted under applicable
law.



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                  16. Savings Clause. If this Agreement or any paragraph,
sentence, term or provision hereof is invalidated on any ground by any court of
competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee
as to any Expenses, judgments, fines or penalties, or excise taxes or other
amounts assessed with respect to any employee benefit plan, incurred with
respect to any Proceeding to the fullest extent permitted by any (a) applicable
paragraph, sentence, term or provision of this Agreement that has not been
invalidated or (b) applicable provision of applicable law.

                  17. Interpretation; Governing Law. This Agreement shall be
construed as a whole and in accordance with its fair meaning. Headings are for
convenience only and shall not be used in construing meaning. This Agreement
shall be governed and interpreted in accordance with the laws of the
Commonwealth of Pennsylvania.

                  18. Amendments. No amendment, waiver, modification,
termination or cancellation of this Agreement shall be effective unless in
writing signed by each party hereto. The indemnification rights afforded to the
Indemnitee hereby are contract rights and may not be diminished, eliminated or
otherwise affected by amendments to the Articles of Incorporation, as amended,
of the Company, the By-Laws, as amended, of the Company, or by other agreements,
including D&O Insurance policies, of the Company.

                  19. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each party hereto and delivered to the other.

                  20. Notices. Any notice required to be given under this
Agreement shall be directed to the Company at 234 N. Columbus Boulevard,
Philadelphia, PA 19146, Attention: President, and to the Indemnitee at the
address reflected on the books and records of the Company or to such other
address as either shall designate to the other in writing.



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<PAGE>

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


                                   eCAL CORPORATION



                                   By:___________________________________
                                         Name:
                                         Title:

                                   INDEMNITEE



                                   By:___________________________________





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