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                                                                   EXHIBIT 10.19

                               PACKAGED ICE, INC.
                               FIRST AMENDMENT TO
                            INDEMNIFICATION AGREEMENT


         THIS FIRST AMENDMENT to the Indemnification Agreement (defined herein
below) is entered into by and between Packaged Ice, Inc., a Texas corporation
(hereinafter the "Company") and ___________, a member of the Company's board of
directors (hereinafter referred to as "Indemnitee" and together with the Company
as the "Parties"), and shall be effective as of the date set forth on the
signature page hereto (this "First Amendment"). Unless otherwise defined herein,
all capitalized terms used herein shall have the meanings assigned to those
terms in the Indemnification Agreement.

                                    RECITALS:

         WHEREAS, the Company and Indemnitee entered into that certain
Indemnification Agreement effective as of _________ (the "Indemnification
Agreement"); and

         WHEREAS, the Parties wish to amend the Indemnification Agreement to
provide for indemnification against all reasonable expenses, including
attorneys' fees and court costs, actually and reasonably incurred by Indemnitee
in connection with the enforcement of or collection of amounts due under the
Indemnification Agreement and any other such "fees on fees."

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as herein set
forth.

         Section 5 of the Indemnification Agreement is hereby amended and
restated in its entirety as follows:

                  "5. Additional Indemnification. Subject only to the exclusions
         set forth in Section 6 hereof, the Company hereby agrees that it shall
         hold harmless and indemnify Indemnitee:

                           (a) against any and all judgments, penalties
                  (including excise and similar taxes), fines, settlements and
                  reasonable expenses, including attorneys' fees and court
                  costs, actually and reasonably incurred by Indemnitee in
                  connection with any threatened, pending or completed action,
                  suit or proceeding, whether civil, criminal, administrative,
                  arbitrative or investigative, any appeal in such an action,
                  suit, or proceeding, and any inquiry or investigation that
                  could lead to such an action, suit, or proceeding, including,
                  without limitation, an action by or on behalf of the
                  shareholders of the Company or by or in the right of the
                  Company, to which Indemnitee is, was or at any time becomes a
                  party, or is threatened to be made a party, by reason of the
                  fact that Indemnitee is, was or at any time becomes a director
                  or officer of the Company, or is or was serving, or at any
                  time serves, at the request of the Company as a director,
                  officer, partner, venturer, proprietor, trustee, employee,
                  agent or similar functionary of another corporation,
                  partnership, joint venture, sole proprietorship, trust,
                  nonprofit entity, employee benefit plan, or other enterprise;

                           (b) against all reasonable expenses, including
                  attorneys' fees and court costs, actually and reasonably
                  incurred by Indemnitee in connection with the enforcement of
                  or collection of amounts due under this Agreement; and

                           (c) otherwise to the fullest extent as may be
                  provided to Indemnitee by the Company under the provisions of
                  the Corporation Act permitting such indemnification."

         To the extent any provision of the Indemnification Agreement is not
expressly overriden by a contrary term in this First Amendment, the
Indemnification Agreement shall continue in full force and effect, and the same
is hereby ratified in full. In the event that provisions of this First Amendment
conflict with the Indemnification Agreement, the provisions of this First
Amendment shall control.

                            (SIGNATURE PAGE FOLLOWS)



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          (SIGNATURE PAGE TO THE PACKAGED ICE, INC. FIRST AMENDMENT TO
                           INDEMNIFICATION AGREEMENT)

         IN WITNESS WHEREOF, the Parties have duly executed this First Amendment
effective as of November 22, 2002.


                                   PACKAGED ICE, INC.



                                   By:
                                        ----------------------------------------
                                   Print Name:
                                                --------------------------------
                                   Print Title:
                                                 -------------------------------



                                   INDEMNITEE:



                                   By:
                                      ------------------------------------------
                                   Print Name:
                                   Print Title:


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