**Exhibit 10.6.1**

**AMENDED AND RESTATED INDEMNIFICATION AGREEMENT**

            This Amended and Restated Indemnification Agreement (the ***"Agreement"***) is enteredinto as of June 13, 2003, by and among NationsRent Companies, Inc. (formerlyknown as NR Holdings, Inc.), a Delaware corporation (the ***"Company"***) and______________ (the ***"Indemnitee"***).

          WHEREAS,the Company and the Indemnitee recognize the continued difficulty in obtainingliability insurance for the Company’s directors, officers, employees,controlling persons, agents and fiduciaries, the significant increases in thecost of such insurance and the general reductions in the coverage of suchinsurance; 

          WHEREAS,the Company and the Indemnitee further recognize the substantial increase incorporate litigation in general, subjecting directors, officers, employees,controlling persons, agents and fiduciaries to expensive litigation risks at thesame time as the availability and coverage of liability insurance has beenseverely limited; 

          WHEREAS,(i) the Indemnitee does not regard the available protections against personalliability and defense expenses as adequate under the circumstances, (ii) theIndemnitee and other directors, officers, employees, controlling persons, agentsand fiduciaries of the Company are not willing to serve in such capacitieswithout additional protection, and (iii) the Company and the Indemnitee desireto enter into this Agreement to provide such additional protection; 

          WHEREAS,the Company (i) desires to attract and retain the involvement of highlyqualified individuals, such as the Indemnitee, to serve the Company and, inpart, to induce the Indemnitee to be involved with the Company and (ii) wishesto provide for the indemnification and advancing of expenses to the Indemniteeto the maximum extent permitted by law; 

          WHEREAS, on June 13, 2003, the Company and the Indemnitee entered into anindemnification agreement;

          WHEREAS, the Company and the Indemnitee desire to amend and restate suchagreement in its entirety; and

          WHEREAS,in view of the considerations set forth above, the Company desires that theIndemnitee be indemnified by the Company as set forth herein. 

          **NOW,THEREFORE**, the Company and Indemnitee hereby agrees as follows: 

                    1. Indemnification.

                              a. The Company shallbe liable to indemnify the Indemnitee in accordance with the provisions of thisSection 1(a) if the Indemnitee is, or is threatened to be made, a party to or aparticipant (as a witness or otherwise) in any Proceeding, other than aProceeding by or in the right of the Company to procure a judgment in its favor.Pursuant to this Section 1(a), the Indemnitee shall be indemnified against allExpenses, judgments, fines and amounts paid in settlement actually andreasonably incurred by the Indemnitee or on his behalf in connection with suchProceeding (or any claim, issue or matter therein), if the Indemnitee acted ingood faith and in a manner he reasonably believed to be in or not opposed to thebest interests of the Company and, in the case of a criminal Proceeding, had noreasonable cause to believe that his conduct was unlawful.

                              b. The Company shallbe liable to indemnify the Indemnitee in accordance with the provisions of thisSection 1(b) if the Indemnitee is, or is threatened to be made, a party to or aparticipant (as a witness or otherwise) in any Proceeding by or in the right ofthe Company to procure a judgment in its favor. Pursuant to this Section 1(b),the Indemnitee shall be indemnified against all Expenses actually and reasonablyincurred by the Indemnitee or on his behalf in connection with such Proceeding(or any claim, issue or matter therein), if the Indemnitee acted in good faithand in a manner he reasonably believed to be in or not opposed to the bestinterests of the Company. No indemnification for Expenses shall be made underthis Section 1(b) in respect of any claim, issue or matter as to which theIndemnitee shall have been finally adjudged by a court of competent jurisdictionto be liable to the Company, unless and only to the extent that any court inwhich the Proceeding was brought shall determine upon application that, despitethe adjudication of liability but in view of all the circumstances of the case,the Indemnitee is fairly and reasonably entitled to indemnification.

                    2. MandatoryAdvancement of Expenses. Notwithstanding any provision of this Agreement to thecontrary, the Company shall be obligated to advance, within 15 days after thereceipt by the Company of a statement or statements requesting such advancesfrom time to time, any and all Expenses incurred by the Indemnitee in connectionwith any Proceeding whether prior to or after final disposition of anyProceeding. Advances shall be unsecured and interest free. Advances shall bemade without regard to the Indemnitee's ability to repay the advances andwithout regard to the Indemnitee's ultimate entitlement to indemnification underthe other provisions of this Agreement. Advances required under this Section 2shall include any and all reasonable Expenses incurred pursuing an action toenforce this right of advancement, including Expenses incurred preparing andforwarding statements to the Company to support the advances claimed. Advancesrequired under this Section 2 also shall include Expenses incurred inparticipating in any judicial proceeding, arbitration or other proceeding todetermine Indemnitee's right to indemnification under this Agreement orotherwise. Indemnitee shall qualify for advances solely upon the execution anddelivery to the Company of an undertaking providing that Indemnitee undertakesto repay the advance to the extent and only to the extent that it is ultimatelydetermined, consistent with the terms and conditions of this Agreement and withSection 145 of the Delaware General Corporation Law, that the Indemnitee is notentitled to be indemnified by the Company.

                    3. Indemnification Procedure.

                              a. To obtainadvancement or indemnification under this Agreement, Indemnitee shall, as soonas practicable but not later than sixty (60) days after receipt by Indemnitee ofnotice of the commencement of any Proceeding, except for Proceedings pending asof the date of this Agreement, submit to the Company written notification of theProceeding; with regard to Proceedings pending as of the date of this Agreement,Indemnitee shall submit to the Company written notification as soon aspracticable but not later than sixty (60) days after the date of this Agreement.The failure to notify the Company will relieve the Company of itsindemnification obligations under this Agreement only to the extent the Companycan establish that such failure to notify the Company resulted in actualprejudice to it, and the failure to notify the Company will, in any event, notrelieve the Company from any liability which it may have to indemnify Indemniteeotherwise than under this Agreement. The Secretary of the Company shall,promptly upon receipt of notification from Indemnitee pursuant to this Section3(a), advise the Board in writing that Indemnitee has provided suchnotification.

                              b. Followingnotification by Indemnitee pursuant to Section 3(a) of this Agreement, to obtainindemnification, Indemnitee shall thereafter submit to the Company a writtenrequest for indemnification pursuant to this Section 3(b), including therein ortherewith such documentation and information as is reasonably available toIndemnitee and is reasonably necessary to determine whether and to what extentIndemnitee is entitled to indemnification. The failure to submit a writtenrequest to the Company will relieve the Company of its indemnificationobligations under this Agreement only to the extent the Company can establishthat such failure to make a written request resulted in actual prejudice to it,and the failure to make a written request will not relieve the Company from anyliability which it may have to indemnify Indemnitee otherwise than under thisAgreement. The Secretary of the Company shall, promptly upon receipt of such arequest for indemnification, advise the Board in writing that Indemnitee hasrequested indemnification. Upon submission of a written request forindemnification by Indemnitee pursuant to this Section 3(b), Indemnitee'sentitlement to indemnification shall be determined according to Section 3(c) and(d) of this Agreement.

                              c. Upon receipt ofIndemnitee's written request for indemnification pursuant to Section 3(b), adetermination with respect thereto shall be made in the specific case: (i) bythe Disinterested Directors, even though less than a quorum, so long asIndemnitee does not request that such determination be made by IndependentCounsel, or (ii) if so requested by Indemnitee, in his sole discretion, byIndependent Counsel in a written opinion to the Board, a copy of which shall bedelivered to Indemnitee; and if it is so determined that Indemnitee is entitledto indemnification, payment to Indemnitee shall be made within ten (10) daysafter such determination. Indemnitee shall reasonably cooperate with the person,persons or entity making such determination with respect to Indemnitee'sentitlement to indemnification, including providing to such person, persons orentity upon reasonable advance request any documentation or information which isnot privileged or otherwise protected from disclosure and which is reasonablyavailable to Indemnitee and reasonably necessary to such determination. Anycosts or expenses (including attorneys' fees and disbursements) incurred byIndemnitee in so cooperating with the Disinterested Directors or IndependentCounsel, as the case may be, making such determination shall be advanced andborne by the Company (irrespective of the determination as to Indemnitee'sentitlement to indemnification) and the Company is liable to indemnify and holdIndemnitee harmless therefrom.

                              d. In the event thedetermination of entitlement to indemnification is to be made by IndependentCounsel pursuant to Section 3(c) hereof, the Independent Counsel shall beselected as provided in this Section 3(d). The Independent Counsel shall beselected by [Indemnitee] [the Board] [(unless Indemnitee shall request that suchselection by made by the Board, in which event the Board shall make suchselection on behalf of the Company, subject to the remaining provisions of thisSection 3(d)),] and [Indemnitee or the Company, as the case may be, shall givewritten notice to the other, advising it or him of the identity of theIndependent Counsel so selected.] [The Company or Indemnitee, as the case maybe,] may, within 10 days after such written notice of selection shall have beenreceived, deliver to [Indemnitee or the Company, as the case may be,] a writtenobjection to such selection; provided, however, that suchobjection may be asserted only on the ground that the Independent Counsel soselected does not meet the requirements of "Independent Counsel" as defined inSection 10 of this Agreement, and the objection shall set forth withparticularity the factual basis of such assertion. Absent a proper and timelyobjection, the person so selected shall act as Independent Counsel. If a writtenobjection is so made and substantiated, the Independent Counsel so selected maynot serve as Independent Counsel unless and until such objection is withdrawn ora court of competent jurisdiction has determined that such objection is withoutmerit. If, within 20 days after submission by Indemnitee of a written requestfor indemnification pursuant to Section 3(b) hereof, no Independent Counselshall have been selected and not objected to, either the Company or Indemniteemay petition a court of competent jurisdiction for resolution of any objectionwhich shall have been made by the Company or Indemnitee to the other's selectionof Independent Counsel and/or for the appointment as Independent Counsel of aperson selected by the Court or by such other person as the Court shalldesignate, and the person with respect to whom all objections are so resolved orthe person so appointed shall act as Independent Counsel under Section 3(c)hereof. Upon the due commencement of any judicial proceeding, IndependentCounsel shall be discharged and relieved of any further responsibility in suchcapacity (subject to the applicable standards of professional conduct thenprevailing). The Company agrees to pay the reasonable, documented fees andexpenses of the Independent Counsel referred to above and to fully indemnifysuch counsel against any and all Expenses, claims, liabilities and damagesarising out of or relating to this Agreement or its engagement pursuanthereto.

                              e. In making adetermination with respect to entitlement to indemnification hereunder, theperson or persons or entity making such determination shall presume thatIndemnitee is entitled to indemnification under this Agreement if Indemnitee hassubmitted a notice and a request for indemnification in accordance with thisAgreement, and the Company shall have the burden of proof to overcome thatpresumption in connection with the making by any person, persons or entity ofany determination contrary to that presumption. Neither the failure of theCompany (including by the Board) or of Independent Counsel to have made adetermination prior to the commencement of any judicial proceeding thatindemnification is proper in the circumstances because Indemnitee has met theapplicable standard of conduct, nor an actual determination by the Company(including by the Board) or by Independent Counsel that Indemnitee has not metsuch applicable standard of conduct, shall be admissible in evidence againstIndemnitee or otherwise referred to in any such judicial proceeding for anypurpose (including without limitation to rebut the presumption in favor ofindemnification) or create a presumption that Indemnitee has not met theapplicable standard of conduct.

                              f. If the person,persons or entity empowered or selected under this Agreement to determinewhether an Indemnitee is entitled to indemnification shall not have made adetermination within sixty (60) days after receipt by the Company ofIndemnitee's written request for indemnification pursuant to Section 3(b) ofthis Agreement, the requisite determination of entitlement to indemnificationshall be deemed to have been made and Indemnitee shall be entitled to suchindemnification, absent (i) a misstatement by Indemnitee of a material fact, oran omission of a material fact necessary to make Indemnitee's statement notmaterially misleading, in connection with the request for indemnification, or(ii) a prohibition of such indemnification under applicable law; provided,however, that such 60-day period may be extended for a reasonable time, not toexceed an additional thirty (30) days, if the person, persons or entity makingthe determination with respect to entitlement to indemnification or theIndemnitee, as the case may be, in good faith requires such additional time forthe obtaining, furnishing or evaluating of documentation and/or informationrelating thereto.

                              g. The terminationof any Proceeding or of any issue or matter therein, by judgment, order,settlement or conviction, or upon a plea of *nolo contendere* or its equivalent,shall not (except as otherwise expressly provided in this Agreement) of itselfadversely affect the right of an Indemnitee to indemnification or create apresumption that Indemnitee did not act in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of the Companyor, with respect to any criminal Proceeding, that Indemnitee had reasonablecause to believe that his conduct was unlawful.

                              h. For purposes ofany determination of good faith, Indemnitee shall be deemed to have acted ingood faith if Indemnitee's action or failure to act is based on the records orbooks of account of the Company, including financial statements, or oninformation supplied to Indemnitee directly or indirectly by the officers of theCompany in the course of their duties, or on the advice of legal counsel for theCompany or on information or records given or reports made to the Company by anindependent certified public accountant or by an appraiser or other expertselected by the Company. The provisions of this Section 3(h) shall not be deemedto be exclusive or to limit in any way the other circumstances in whichIndemnitee may be deemed or found to have met the applicable standard of conductset forth in this Agreement.

                              i. The knowledgeand/or actions, or failure to act, of any other director, partner, managingmember, officer, agent, employee or trustee of the Company shall not be imputedto an Indemnitee for purposes of determining his right to indemnification underthis Agreement.

                              j. The Company willbe entitled to participate reasonably in the investigation or defense of anyProceeding at its own expense.

                              k. The Indemniteeacknowledges that the Company has entered into, and may from time to time enterinto, indemnification agreements with other directors, officers, employees,controlling persons or other persons ("Other Indemnitees") which provide thesame, or substantially similar, rights to reimbursement of expenses andindemnification as provided to the Indemnitee hereunder. Therefore,notwithstanding anything to the contrary in this Agreement, the Indemniteeagrees that, if, pursuant to Section 3, the Company receives from the Indemniteenotice of a Proceeding and such Proceeding involves one or more OtherIndemnitees, then, except as provided below, the Indemnitee and OtherIndemnitees shall be required, as a condition to receipt of advancement orindemnification under this Agreement, to retain one firm to act as primarylitigation counsel (and, as necessary, one firm in the jurisdiction in whichsuch Proceeding is pending to act as local counsel) (herein "Defense Counsel")to represent the Indemnitee and all Other Indemnitees jointly in the defense ofthe Proceeding, and the Company shall be obligated, pursuant to the terms ofthis Agreement, to advance or indemnify defense costs for which coverage isavailable under the terms of this Agreement only to such Defense Counsel and tono other counsel. Unless there is a conflict of interest, or significantlikelihood that a conflict of interest would arise, between the Indemnitee andone or more of the Other Indemnitees, until such time as the Indemnitee and theOther Indemnitees have selected Defense Counsel to represent them, the Companyshall not be required to advance or indemnify expenses for any of them. Afterthe retention of such Defense Counsel jointly by the Indemnitee and the OtherIndemnitees and upon payment of all covered defense costs by the Company to suchDefense Counsel, the Company will not be liable to the Indemnitee under thisAgreement for any fees of counsel subsequently incurred by the Indemnitee withrespect to the same Proceeding; providedthat, (i) the Indemnitee shall have theright to employ Indemnitee's counsel in any such Proceeding at the Indemnitee'sexpense; and (ii) if (A) the employment of counsel by the Indemnitee has beenpreviously authorized by the Company, (B) the Indemnitee shall have reasonablyconcluded that there is a conflict of interest or significant likelihood of apotential conflict of interest between the Company or any Other Indemnitee, onthe one hand, and the Indemnitee, on the other hand, in the conduct of any suchdefense, or (C) the Company shall not continue to advance covered defense coststo the Defense Counsel in the defense of such Proceeding, then the fees andexpenses of the Indemnitee's counsel shall be at the expense of theCompany.

                    4. AdditionalIndemnification Rights; Nonexclusivity.

                              a. The Companyhereby agrees to indemnify Indemnitee to the fullest extent permitted by law,even if such indemnification is not specifically authorized by the otherprovisions of this Agreement, the Company's Certificate of Incorporation, theCompany's Bylaws or by statute. In the event of any change after the date ofthis Agreement in any applicable law, statute or rule that expands the right ofa Delaware corporation to indemnify a member of its Board of Directors or anofficer, employee, controlling person, agent or fiduciary, it is the intent ofthe parties hereto that the Indemnitee shall enjoy by this Agreement the greaterbenefits afforded by such change. In the event of any change after the date ofthis Agreement in any applicable law, statute or rule that narrows the abilityor authority of a Delaware corporation to indemnify a member of its Board ofDirectors or an officer, employee, agent or fiduciary, such change (to theextent not otherwise required by such law, statute or rule to be applied to thisAgreement) shall have no effect on this Agreement or the parties' rights andobligations hereunder.

                              b. Theindemnification provided by this Agreement shall be in addition to any rights towhich the Indemnitee may be entitled under the Company's Certificate ofIncorporation, its Bylaws, any agreement, any vote of stockholders orDisinterested Directors, the Delaware General Corporation Law, or otherwise;provided, however that the Indemnitee's rights under the Company's Certificate ofIncorporation or Bylaws shall not in any way limit the rights available underthis Agreement.

                              c. Theindemnification provided under this Agreement shall continue for any actionIndemnitee took or did not take while serving in an indemnified capacity eventhough the Indemnitee may have ceased to serve in such capacity.

                    5. PartialIndemnification. If Indemnitee is entitled under any provision of this Agreementto indemnification by the Company for any portion of Expenses incurred inconnection with any claim, but not for all of the total amount thereof, theCompany shall nevertheless indemnify Indemnitee for the portion of such Expensesto which Indemnitee is entitled.

                    6. Contribution. Tothe fullest extent permissible under applicable law, if the indemnificationprovided for in this Agreement is unavailable to Indemnitee for any reasonwhatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute tothe amount incurred by Indemnitee, whether for judgments, fines, penalties,excise taxes, amounts paid or to be paid in settlement and/or for Expenses, inconnection with any Proceeding, in such proportion in order to reflect (i) therelative benefits received by the Company and Indemnitee as a result of theevent(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) therelative fault of the Company (and its directors, officer, employees and agents)and Indemnitee in connection with such event(s) and/ortransaction(s).

                    7. LiabilityInsurance. To the extent the Company maintains liability insurance applicable todirectors, officers, employees, control persons, agents or fiduciaries, theIndemnitee shall be covered by such policies in such a manner as to provide theIndemnitee the same rights and benefits as are accorded to the most favorablyinsured of the Company's directors, if Indemnitee is a director, or of theCompany's officers, if Indemnitee is an officer of the Company or of theCompany's key employees, controlling persons, agents or fiduciaries, ifIndemnitee is a key employee, agent, control person, or fiduciary. If, at thetime of the receipt by the Company of a notice of a Proceeding pursuant toSection 3(a) hereof, the Company has liability insurance in effect that maycover such Proceeding, the Company shall give prompt notice of the commencementof such Proceeding to the insurers in accordance with the procedures set forthin each of the policies. The Company shall thereafter take all necessary ordesirable action to cause such insurers to pay, on behalf of the Indemnitee, allamounts payable as a result of such action, suit, proceeding, inquiry orinvestigation in accordance with the terms of such policies.

                    8. Exceptions. Anyother provision herein to the contrary notwithstanding, the Company shall not beobligated pursuant to the terms of this Agreement:

                              a. To indemnify oradvance Expenses to Indemnitee, with respect to Proceedings initiated or broughtvoluntarily by Indemnitee and not by way of defense, except (i) with respect toactions or proceedings to establish or enforce a right to indemnification,advancement of Expenses, or insurance (as the case may be) under this Agreementor any other agreement or insurance policy or under the Company's Certificate ofIncorporation or Bylaws now or hereafter in effect relating to Proceedings,regardless of whether Indemnitee ultimately is determined to be entitled to suchindemnification, advance expense payment or insurance recovery, as the case maybe, or (ii) in specific cases if the Board of Directors has approved theinitiation or bringing of such Proceeding; or

                              b. To make anyindemnity payment in connection with any Proceeding arising from the payment ordisgorgement of any profit realized by Indemnitee from the purchase and sale (orsale and purchase) by Indemnitee of securities of the Company in violation ofSection 16(b) of the Securities Exchange Act of 1934, as amended, or any similarsuccessor statute; provided, however, that notwithstanding anylimitation on the Company's obligation to provide indemnification pursuant tothis Section 8(b) or otherwise, Indemnitee shall be entitled to receiveadvancement of Expenses hereunder with respect to any such Proceeding unless anduntil a court having jurisdiction over the Proceeding shall have made a finaljudicial determination (as to which all rights of appeal therefrom have beenexhausted or lapsed) that Indemnitee has violated said statute.

                              c. To indemnify oradvance Expenses to Indemnitee for which payment has actually been received byor on behalf of Indemnitee under any insurance policy or other indemnityprovision, except with respect to any excess beyond the amount actually receivedunder any insurance policy or other indemnity provision;

                              d. Ifindemnification is expressly prohibited by law; or

                              e. With respect to aProceeding resulting from Indemnitee's conduct which has been finallyadjudicated to constitute fraud or a breach of Indemnitee's duty of loyalty tothe Company or its shareholders or to constitute an act or omission not in goodfaith or involving intentional misconduct or a knowing violation of thelaw.

                    9. Period ofLimitations. No legal action shall be brought and no cause of action shallbe asserted by or in the right of the Company against the Indemnitee or theIndemnitee's estate, spouse, heirs, executors or personal or legalrepresentatives after the expiration of three (3) years from the date of accrualof such cause of action, and any claim or cause of action of the Company shallbe extinguished and deemed released unless asserted by the timely filing of alegal action within such three (3)-year period; provided, however,that if any shorter period of limitations is otherwise applicable to any suchcause of action, such shorter period shall govern.

                    10. Construction of Certain Phrases.

                              a. For purposes ofthis Agreement, references to the **"Company"** shall include the named entity setforth in the first paragraph of this agreement, such entity's direct andindirect parents, subsidiaries and affiliates, and shall further include, inaddition to the foregoing entities, any constituent corporation(s) (including,without limitation, any constituent of a constituent) absorbed into any of theforegoing entities in a consolidation or merger that, if its separate existencehad continued, would have had power and authority to indemnify its directors,officers, employees, agents or fiduciaries.

                              b. For purposes ofthis Agreement, references to **"fines"** shall include, without limitation, anyexcise taxes assessed on Indemnitee with respect to an employee benefitplan;

                              c. For purposes ofthis Agreement, references to ***"serving at the request of the Company"*** shallinclude, without limitation, any service as a director, officer, employee, agentor fiduciary of the Company that imposes duties on, or involves services by,such director, officer, employee, agent or fiduciary with respect to an employeebenefit plan, its participants or its beneficiaries; and if Indemnitee acted ingood faith and in a manner Indemnitee reasonably believed to be in the interestof the participants and beneficiaries of an employee benefit plan, Indemniteeshall be deemed to have acted in a manner ***"not opposed to the best interests ofthe Company"*** as referred to in this Agreement.

                              d. For purposes ofthis Agreement, ***"Disinterested Director"*** shall mean a director of the Companywho is not and was not a party to, and, who has no interest in, the Proceedingin respect of which indemnification is sought by Indemnitee.

                              e. For purposes ofthis Agreement, ***"Expenses"*** shall include attorneys' fees, retainers, courtcosts, transcript costs, fees of experts, witness fees, travel expenses,duplicating costs, printing and binding costs, telephone charges, postage,delivery service fees, bonds, and all other such disbursements or expensesrelating to or concerning a Proceeding or of the type customarily incurred inconnection with prosecuting, defending, preparing to prosecute or defend,investigating, being or preparing to be a witness in, or otherwise participatingin, a judicial proceeding, arbitration, mediation or other proceeding or in anyinvestigation by a government agency or self-regulatory organization. Expensesshall include such fees, expenses, and costs incurred in connection with anyappeal resulting from any claim or proceeding, including without limitation, thepremium, security for, and other costs relating to any cost bond, *supersedeas*bond, or other appeal bond or its equivalent.

                              f. For purposes ofthis Agreement, ***"Independent Counsel"*** shall mean at any time, anynationally-recognized law firm, or a member of a nationally-recognized law firm,that (a) is experienced in matters of corporation law and directorindemnification issues and (b) is not, at such time, or has not been in the fiveyears prior to such time, retained to represent: (i) the Company or Indemniteein any matter material to either such party (other than with respect to mattersconcerning Indemnitee under this Agreement, or of other indemnities undersimilar indemnification agreements), or (ii) any other party to the Proceedinggiving rise to a claim for indemnification hereunder. Notwithstanding theforegoing, the term "Independent Counsel" shall not include any person who,under the applicable standards of professional conduct then prevailing, wouldhave a conflict of interest in representing either the Company or Indemnitee inan action to determine Indemnitee's rights under this Agreement.

                              g. For purposes ofthis Agreement, ***"Proceeding"*** shall include any threatened, pending or completedaction, suit, arbitration, mediation, alternate dispute resolution mechanism,investigation, inquiry, administrative hearing or any other actual, threatenedor completed proceeding, whether brought in the right of the Company orotherwise and whether of a civil, criminal, administrative or investigativenature, including without limitation any such proceeding pending as of the dateof this Agreement, in which the Indemnitee was, is or will be involved as aparty or otherwise by reason of the fact that the Indemnitee is or was adirector of the Company, by reason of any action taken by him or of any actionon his part while acting as director of the Company, or by reason of the factthat he is or was serving as a director, trustee, general partner, managingmember, officer, employee, agent or fiduciary of the Company, in each casewhether or not serving in such capacity at the time any Expense, judgment, fineor amount paid in settlement is incurred for which indemnification,reimbursement, or advancement of Expenses can be provided under thisAgreement.

                    11. Amendment andTermination. Any term hereof may be amended (either generally or in a particularinstance and either retroactively or prospectively) only with the writtenconsent of (a) the Company; and (b) the Indemnitee. Any amendment so effectedshall be binding upon the Company and the Indemnitee and their respectivesuccessors and assigns including, without limitation, any direct or indirectsuccessor by purchase, merger, consolidation or otherwise, to all orsubstantially all of the business and/or assets of the Company. The observanceof any term hereof may be waived, in the particular instance, by a party onlywith the written consent of the party so waiving the observance of such term. Inno event shall such waiver of any rights hereunder constitute the waiver of suchrights in any future instance unless the waiver so specifies inwriting.

                    12. Remedies of Indemnitee.

                              a. In the event that(i) a determination is made pursuant to Section 3 of this Agreement that theIndemnitee is not entitled to indemnification under this Agreement, (ii)advancement of Expenses is not timely made pursuant to Section 2 of thisAgreement, (iii) payment of indemnification is not made pursuant to Section 1,3, or 4 of this Agreement within sixty (60) days after receipt by the Company ofa written request therefor, or (iv) payment of indemnification pursuant toSection 1 or 3 of this Agreement is not made within ten (10) days after adetermination has been made that the Indemnitee is entitled to indemnification,or (v) the Indemnitee determines in his sole discretion that such action isappropriate or desirable, the Indemnitee shall be entitled to seek anadjudication by a court of competent jurisdiction as to his entitlement to suchindemnification or advancement of Expenses. Alternatively, the Indemnitee, athis option, may seek an award in arbitration to be conducted by a singlearbitrator pursuant to the Commercial Arbitration Rules of the AmericanArbitration Association. The Company shall not oppose the Indemnitee's right toseek any such adjudication or award in arbitration; provided, however, theCompany retains all rights to challenge any and all claims made by theIndemnitee in any such adjudication or arbitration proceeding.

                              b. In the event thata determination shall have been made pursuant to Section 3 of this Agreementthat the Indemnitee is not entitled to indemnification, any judicial proceedingor arbitration, commenced pursuant to this Section 12, shall be conducted in allrespects as a de novo trial, or arbitration, on the merits, and Indemnitee shallnot be prejudiced by reason of that adverse determination. In any judicialproceeding or arbitration commenced pursuant to this Section 12, the Companyshall have the burden of proving that Indemnitee is not entitled toindemnification or advancement of Expenses, as the case may be, and the Companymay not refer to or introduce into evidence any determination pursuant toSection 3 adverse to Indemnitee for purposes of satisfying the Company's burdenof proof or for any other purpose. In any judicial proceeding or arbitrationcommenced pursuant to this Section 12, in the event that the person, persons orentity empowered or selected under Section 3 of this Agreement to determinewhether Indemnitee is entitled to indemnification has not made such adetermination within the time period provided for under Section 3 of thisAgreement, the Company shall stipulate and may not contest that Indemnitee actedin good faith and in a manner the Indemnitee reasonably believed to be in or notopposed to the best interests of the Company, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe his conduct wasunlawful.

                              c. If adetermination shall have been made pursuant to Section 3(a) of this Agreementthat Indemnitee is entitled to indemnification, the Company shall be bound bysuch determination in any judicial proceeding or arbitration commenced pursuantto this Section 12, absent (i) a misstatement by Indemnitee of a material fact,or an omission of a material fact necessary to make the Indemnitee's statementnot materially misleading, in connection with the request for indemnification,or (ii) a prohibition of such indemnification under applicable law.

                              d. The Company shallbe precluded from asserting in any judicial proceeding or arbitration commencedpursuant to this Section 12 that the procedures and presumptions of thisAgreement are not valid, binding and enforceable and shall stipulate in any suchcourt or before any such arbitrator that the Company is bound by all theprovisions of this Agreement. The Company shall be liable to indemnify theIndemnitee against any and all Expenses and, if requested by Indemnitee, shall(within ten (10) days after receipt by the Company of a written requesttherefore) advance such Expenses to the Indemnitee that are incurred byIndemnitee in connection with any judicial adjudication or arbitrationconcerning indemnification or advancement of Expenses from the Company underthis Agreement or under any directors' and officers' liability insurancepolicies maintained by the Company, regardless of whether Indemnitee ultimatelyis determined to be entitled to such indemnification, advancement of Expenses orinsurance recovery, as the case may be.

                    13. Attorneys' Fees.In the event that any action is instituted by Indemnitee under this Agreement,under the Company's Certificate of Incorporation or Bylaws or under anyliability insurance policies maintained by the Company to enforce or interpretany of the terms hereof or thereof, Indemnitee shall be entitled to be paid allExpenses incurred by Indemnitee with respect to such action, regardless ofwhether Indemnitee is ultimately successful in such action, and shall beentitled to the advancement of Expenses with respect to such action, unless, asa part of such action, a court of competent jurisdiction over such actiondetermines upon a final adjudication that each of the material assertions madeby Indemnitee as a basis for such action was not made in good faith or wasfrivolous. In the event of an action instituted by or in the name of the Companyto enforce or interpret any of the terms of this Agreement, Indemnitee shall beentitled to be paid all Expenses incurred by Indemnitee in defense of suchaction (including, without limitation, costs and expenses incurred with respectto Indemnitee's counterclaims and cross-claims made in such action), and shallbe entitled to the advancement of Expenses with respect to such action, unless,as a part of such action, a court having jurisdiction over such actiondetermines upon a final adjudication that each of Indemnitee's material defensesto such action was made in bad faith or was frivolous.

                    14. Binding Effect.This Agreement shall be binding upon and inure to the benefit of and beenforceable by the parties hereto and their respective successors, assigns,including, without limitation, any direct or indirect successor by purchase,merger, consolidation or otherwise to all or substantially all of the businessand/or assets of the Company, spouses, heirs, and personal and legalrepresentatives.

                    15. Choice of Law.This Agreement shall be governed by and its provisions construed and enforced inaccordance with the laws of the State of Delaware without regard to the conflictof laws principles thereof.

                    16. Consent toJurisdiction. The Company and Indemnitee each hereby irrevocably consents to thejurisdiction of the courts of the State of Delaware for all purposes inconnection with any action or proceeding that arises out of or relates to thisAgreement and agree that any action instituted under this Agreement shall becommenced, prosecuted and continued only in the Court of Chancery of the Stateof Delaware in and for New Castle County, which shall be the exclusive and onlyproper forum for adjudicating such a claim, except that in the event that theCourt of Chancery cannot or does not exercise jurisdiction over the action, theaction may be commenced, prosecuted and continued in any other court ofcompetent jurisdiction in the State of Delaware.

                    17. CorporateAuthority. The Board of Directors of the Company has approved the terms of thisAgreement.

                    18. Counterparts.This Agreement may be executed in one (1) or more counterparts, each of whichshall constitute an original.

                    19. Integration andEntire Agreement. Subject to Section 4 hereinabove, this Agreement sets forththe entire understanding between the parties hereto and supersedes and mergesall previous written and oral negotiations, commitments, understandings andagreements relating to the subject matter hereof between the partieshereto.

                    20. No Constructionas Employment Agreement. Nothing contained in this Agreement shall be construedas giving Indemnitee any right or obligation to be retained in the employ orservice of the Company or any of its subsidiaries.

                    21. Notice. Allnotices and other communications required or permitted hereunder shall be inwriting, shall be effective when given, and shall in any event be deemed to begiven (i) on the day of deposit with the U.S. Postal Service or other applicablepostal service, if delivered by first class mail, postage prepaid, (ii) upondelivery, if delivered by hand, (iii) upon the day of deposit with FederalExpress or similar overnight courier, freight prepaid, or (iv) on the day ofdelivery by facsimile transmission, if deliverable by facsimile transmission,with copy by first class mail, postage prepaid, and shall be addressed if toIndemnitee, at Indemnitee's address as set forth beneath the Indemnitee'ssignature to this Agreement and, if to the Company, at the address of itsprincipal corporate offices (Attention: Secretary) or at such other address assuch party may designate by ten (10) days' advance written notice to the otherparty hereto.

                    22. Severability.The provisions of this Agreement shall be severable in the event that any of theprovisions hereof (including, without limitation, any provision within a singlesection, paragraph or sentence) are held by a court of competent jurisdiction tobe invalid, void or otherwise unenforceable, and the remaining provisions shallremain enforceable to the fullest extent permitted by law and construed so as toprovide the broadest possible protection to Indemnitee permitted bylaw.

                    23. Subrogation. Inthe event of payment under this Agreement, the Company shall be subrogated tothe extent of such payment to all of the rights of recovery of Indemnitee, whoshall execute all documents required and shall do all acts that may be necessaryto secure such rights and to enable the Company effectively to bring suit toenforce such rights.

                    24. Successors andAssigns. The Company shall require and cause any successor (whether direct orindirect by purchase, merger, consolidation or otherwise) to all, substantiallyall, or a substantial part, of the business and/or assets of the Company, bywritten agreement in form and substance satisfactory to Indemnitee, expressly toassume and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform if no such succession hadtaken place. This Agreement shall continue in effect with respect to anyProceedings regardless of whether Indemnitee continues to serve as a director,officer, employee, agent, controlling person, or fiduciary of the Company or ofany other enterprise, including, without limitation, subsidiaries of theCompany, at the Company's request.

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          INWITNESS WHEREOF, the parties hereto have executed this Agreement on and as ofthe day and year first written above.