EXHIBIT 11.5

                            INDEMNIFICATION AGREEMENT


         THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into EFFECTIVE as of the 28th day of October, 1997, by and between THOMAS W.
MAHR (the "Indemnitee"), and ECHELON INTERNATIONAL CORPORATION., a Florida
corporation (the "Corporation").

                              W I T N E S S E T H:

         WHEREAS, it is essential to the Corporation to retain and attract as
Directors, officers and key employees the most capable persons available; and

         WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks at the same time that the
availability of directors' and officers' liability insurance is severely
limited; and

         WHEREAS, in addition, the indemnification provisions of the Florida
Business Corporation Act (the "FBCA," as further defined below) expressly
provide that such provisions are non-exclusive; and

         WHEREAS, the Indemnitee does not regard the protection available under
the Articles of Incorporation and Bylaws of the Corporation and insurance, if
any, as adequate in the present circumstances, and considers it necessary to
condition the Indemnitee's agreement to serve as a Director and/or officer of
the Corporation to have appropriate contractual rights to indemnification from
the Corporation, and the Corporation desires the Indemnitee to serve in such
capacity or capacities and to have such rights as set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained in this Agreement, it is hereby agreed as
follows:

1. DEFINITIONS.

         For the purposes of this Agreement, the terms below shall have the
indicated meanings except where the context in which such a term is used in this
Agreement clearly indicates otherwise:

         1. AFFILIATE means, as to any Person (the "first Person"), any other
         Person that, either directly or indirectly, controls, is controlled by
         or is under common control with the first Person.

         2. AGREEMENT OF INDEMNITY means the agreement provided for by Section
         3(e)(i) of this Agreement.

         3. ASSOCIATE of a Person means a director, officer, employee, agent,
         consultant, independent contractor, stockholder or partner of such
         Person. 1.


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INDEMNIFICATION AGREEMENT
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         4. BOARD means the Board of Directors of the Corporation.

         5. EVALUATION DATE means, as to any Indemnification Notice, the date
         thirty (30) calendar days after the date of receipt by the Board of
         such Indemnification Notice.

         6. EXPENSE means any cost or expense (other than a Liability),
         including but not limited to Legal Fees, and including interest on any
         of the foregoing, reasonably paid or required to be paid by the
         Indemnitee on account of or in connection with any Proceeding.

         7. EXPENSE ADVANCE REQUEST means the request provided for by Section
         3(d)(ii) of this Agreement.

         8. FBCA means a the Florida Business Corporation Act, Chapter 607,
         Florida Statutes, and any successor statute.

         9. INDEMNIFICATION NOTICE means the notice provided for by Section 3(a)
         of this Agreement.

         10. LEGAL FEES means the fees and disbursements of legal counsel, legal
         assistants, experts, accountants, consultants and investigators, before
         and at trial, in appellate or bankruptcy proceedings and otherwise.

         11. LIABILITY means any amount (other than an Expense), including any
         assessment, fine, penalty, excise or other tax, and including interest
         on any of the foregoing, paid or required to be paid by the Indemnitee
         on account of or in connection with any Proceeding.

         12. NONINDEMNIFIABLE CONDUCT means any act or omission to act of the
         Indemnitee material to a Proceeding as to which indemnification under
         this Agreement is sought, which act or omission is determined to
         involve:

              1. a violation of criminal law, unless the Indemnitee had
              reasonable cause to believe such conduct was lawful or had no
              reasonable cause to believe such conduct was unlawful;

              2. a transaction from which the Indemnitee derived an improper
              personal benefit;

              3. willful misconduct or a conscious disregard for the best
              interests of the Corporation (when indemnification is sought in a
              Proceeding by or in the right of the


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INDEMNIFICATION AGREEMENT
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              Corporation to procure a judgment in favor of the Corporation or
              when indemnification is sought in a Proceeding by or in the right
              of a stockholder); or 1.

              4. conduct as to which then applicable law prohibits
              indemnification.

         13. PERSON means any natural person or individual, or any artificial
         person, including any corporation, association, unincorporated
         organization, partnership, joint venture, firm, company, business,
         trust, business trust, limited liability company, government, public
         body or authority, governmental agency or department, and any other
         entity.

         14. PROCEEDING means any threatened, pending or completed claim,
         demand, inquiry, investigation, action, suit or proceeding, regarding
         any matter (including but not limited to matters arising under or
         relating to federal or state securities laws, laws relating to the
         protection of the environment, the Employee Retirement Income Security
         Act of 1974 ("ERISA") or other laws for the benefit or protection of
         employees, federal or state tax laws, laws relating to discrimination
         against persons or groups, or any other civil or criminal law), whether
         formal or informal, or whether brought by or in the right of the
         Corporation, whether brought by a governmental body, agency or
         representative or by any other Person, and whether of a civil,
         criminal, administrative or investigative nature, and includes any
         Third Party Proceeding.

         15. THIRD PARTY PROCEEDING means any Proceeding against the Indemnitee
         by, or any Proceeding by the Indemnitee against, any third party.

2. GRANT OF INDEMNITY.

The Corporation shall indemnify and hold harmless the Indemnitee in respect of:

         1. any and all Liabilities that may be incurred or suffered by the
         Indemnitee as a result of or arising out of or in connection with
         prosecuting, defending, settling or investigating any Proceeding in
         which the Indemnitee may be or may have been involved as a party or
         otherwise, arising out of the fact that the Indemnitee is or was an
         Associate of the Corporation or any of its Affiliates, or served as an
         Associate in or for any Person at the request of the Corporation
         (including without limitation service as a trustee or in any fiduciary
         or similar capacity for or in connection with any employee benefit plan
         maintained by the Corporation or for the benefit of any of the
         employees of the Corporation or any of its Affiliates, or service on
         any trade association, civic, religious, educational or charitable
         boards or committees);

         2. any and all Liabilities that may be incurred or suffered by the
         Indemnitee as a result of or arising out of or in connection with any
         attempt (regardless of its success) by any


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INDEMNIFICATION AGREEMENT
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         Person to charge or cause the Indemnitee to be charged with wrongdoing
         or with financial responsibility for damages arising out of or incurred
         in connection with the matters indemnified against in this Agreement;
         and 1.

         3. any and all Expenses that may be incurred or suffered by the
         Indemnitee as a result of or arising out of or in connection with any
         matter referred to in the preceding two paragraphs.

3. CLAIMS FOR INDEMNIFICATION; PROCEDURES

         1. SUBMISSION OF CLAIMS. Whenever any Proceeding shall occur as to
         which indemnification under this Agreement may be sought by the
         Indemnitee, the Indemnitee shall give the Corporation written notice
         thereof as promptly as reasonably practicable after the Indemnitee has
         actual knowledge of such Proceeding (an "Indemnification Notice"). The
         Indemnification Notice shall specify in reasonable detail the facts
         known to the Indemnitee giving rise to such Proceeding, the positions
         and allegations of the parties to such Proceeding and the factual bases
         therefor, and the amount or an estimate of the amount of Liabilities
         and Expenses reasonably expected to arise therefrom. A delay by the
         Indemnitee in providing such notice shall not relieve the Corporation
         from its obligations under this Agreement unless and only to the extent
         that the Corporation is materially and adversely affected by the delay.
         If the Indemnitee desires to personally retain the services of an
         attorney in connection with any Proceeding, the Indemnitee shall notify
         the Corporation of such desire in Indemnification Notice relating
         thereto, and such notice shall identify the counsel to be retained.

         2. PRESUMPTION OF RIGHT TO INDEMNIFICATION. Upon submission of an
         Indemnification Notice to the Corporation, the Board shall review such
         Notice and endeavor to determine whether the Indemnitee is entitled to
         indemnification under this Agreement with respect to the matters
         described therein. As of the Evaluation Date, unless the Board has
         reasonably determined that the Indemnitee is not entitled to
         indemnification under this Agreement with respect to the matters
         described in such Indemnification Notice, there shall be created a
         presumption that the Indemnitee is entitled to such indemnification.
         Such presumption shall continue, and indemnification and payment shall
         be provided under this Agreement, unless and such time as the Board
         shall reasonably determine that the Indemnitee is not entitled to
         indemnification under this Agreement. This paragraph is procedural only
         and shall not affect the right of the Indemnitee to indemnification
         under this Agreement. Any determination by the Board that the
         Indemnitee is not entitled to indemnification under this Agreement and
         any failure to make any payments requested in an Indemnification Notice
         or otherwise shall be subject to judicial review.


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INDEMNIFICATION AGREEMENT
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         3. LIMITATION ON ADVERSE DETERMINATIONS BY THE BOARD. Subject to
         applicable law, no determination by the Board that the Indemnitee is
         not entitled to indemnification or payment under this Agreement shall
         be given effect under this Agreement unless (i) such determination is
         based upon clear and convincing evidence, (ii) such determination is
         made by a vote of a majority of the Corporation's Directors at a
         meeting at which a quorum is present, and (iii) the Indemnitee is given
         written notice of such meeting at least ten days in advance of such
         meeting and given a meaningful opportunity to present at such meeting
         information in support of the claim for indemnification or payment.

         4. EXPENSES.

              1. With respect to any Proceeding as to which the Indemnitee is
              entitled (or presumed entitled) to indemnification under this
              Agreement, Expenses incurred or required to be incurred by the
              Indemnitee in connection with such Proceeding, but prior to the
              final disposition of such Proceeding, shall be paid or caused to
              be paid by the Corporation to or on behalf of the Indemnitee
              notwithstanding that there has been no final disposition of such
              Proceeding, to the extent provided in the following paragraph.

              2. For purposes of determining whether to authorize advancement of
              Expenses pursuant to the preceding paragraph, the Indemnitee shall
              from time to time submit to the Board a statement requesting
              advancement of Expenses (an "Expense Advance Request." Each
              Expense Advance Request shall set forth (i) in reasonable detail,
              all Expenses already incurred or required to be incurred by the
              Indemnitee and the reason therefor, and (ii) an undertaking by the
              Indemnitee, in form and substance reasonably satisfactory to the
              Corporation, to repay all the Expenses set forth therein if it
              shall ultimately be determined that the Indemnitee is not entitled
              to be indemnified with respect to such Proceeding by the
              Corporation under this Agreement or otherwise. Upon receipt of an
              Expense Advance Request satisfying the foregoing requirements, as
              to each Expense set forth therein, unless the Board reasonably
              determines that the Indemnitee is not entitled to payment of such
              Expense, the Corporation shall, within 10 business days thereafter
              (or, if later as to any Expense yet to be incurred by the
              Indemnitee, on or before the date three business days prior to the
              date such Expense is required to be paid by the Indemnitee), pay
              or cause to be paid by the Corporation the amount of such Expense
              to or on behalf of the Indemnitee. No security shall be required
              in connection with any Expense Advance Request, and the ability or
              inability of the Indemnitee to make repayment shall not be
              considered in any evaluation of an Expense Advance Request.

         5. RIGHTS TO DEFEND OR SETTLE; THIRD PARTY PROCEEDINGS, ETC.


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INDEMNIFICATION AGREEMENT
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              1. If the Corporation at any time provides the Indemnitee with an
              agreement in writing, in form and substance reasonably
              satisfactory to the Indemnitee and the Indemnitee's counsel,
              agreeing to indemnify, defend or prosecute and hold the Indemnitee
              harmless from all Liabilities and Expenses arising from any Third
              Party Proceeding (an "Agreement of Indemnity"), and demonstrating
              to the reasonable satisfaction of the Indemnitee the Corporation's
              financial wherewithal to accomplish such indemnification, the
              Corporation may thereafter at its own expense undertake full
              responsibility for and control of the defense or prosecution of
              such Third Party Proceeding. The Corporation may contest or settle
              any such Third Party Proceeding for money damages on such terms
              and conditions as it deems appropriate but shall be obligated to
              consult in good faith with the Indemnitee and not to contest or
              settle any Third Party Proceeding involving injunctive or
              equitable relief against or affecting the Indemnitee or the
              Indemnitee's properties or assets without the prior written
              consent of the Indemnitee, such consent not to be unreasonably
              withheld. The Indemnitee may participate at the Indemnitee's own
              expense and with the Indemnitee's own counsel in defense or
              prosecution of a Third Party Proceeding controlled by the
              Corporation. Such participation shall not relieve the Corporation
              of its obligation to indemnify the Indemnitee with respect to such
              Third Party Proceeding under this Agreement.

              2. If, as of ten (10) business days after the receipt by the Board
              of an Indemnification Notice, the Corporation has not delivered to
              the Indemnitee a reasonably satisfactory Agreement of Indemnity
              and evidence of financial wherewithal as contemplated by the
              preceding paragraph, the Indemnitee may contest or settle the
              Third Party Proceeding on such terms as it sees fit but shall not
              reach a settlement with respect to the payment of money damages
              without consulting in good faith with the Corporation. As to any
              Third Party Proceeding as to which the Indemnitee is entitled (or
              presumed entitled) to indemnification under this Agreement, unless
              and until such time as the Corporation at its own expense
              undertakes full responsibility for and control of the defense or
              prosecution of such Third Party Proceeding, the Indemnitee shall
              be entitled to indemnification under this Agreement with respect
              any Expenses of the Indemnitee, including Legal Fees, relating to
              such Third Party Proceeding. Notwithstanding the foregoing, the
              Corporation may at any time deliver to the Indemnitee a reasonably
              satisfactory Agreement of Indemnity and evidence of financial
              wherewithal as contemplated by the preceding paragraph, and
              thereafter at its own expense undertake full responsibility for
              and control of the defense or prosecution of such Third Party
              Proceeding.


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INDEMNIFICATION AGREEMENT
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              3. All Expenses incurred in defending or prosecuting any Third
              Party Proceeding shall be paid in accordance with the procedure
              set forth in Section 3(d) of this Agreement.

              4. If, by reason of any Third Party Proceeding as to which the
              Indemnitee is entitled (or presumed entitled) to indemnification
              under this Agreement, a lien, attachment, garnishment or execution
              is placed upon any of the property or assets of the Indemnitee,
              the Corporation shall promptly furnish a reasonably satisfactory
              indemnity bond to obtain the prompt release of such lien,
              attachment, garnishment or execution.

              5. The Corporation may participate at its own expense and with its
              own counsel in defense or prosecution of any Third Party
              Proceeding, but any such participation shall not relieve the
              Corporation of its obligations to indemnify the Indemnitee under
              this Agreement. Any election by the Corporation to at its own
              expense undertake full responsibility for and control of the
              defense or prosecution of a Third Party Proceeding shall not
              affect the entitlement of the Indemnitee to indemnification under
              this Agreement.

              6. The Indemnitee shall cooperate in the defense or prosecution of
              any Third Party Proceeding controlled by the Corporation.

              7. The parties shall cooperate in good faith and use reasonable
              efforts to mitigate and minimize any Expense or Liability.

         6. CHOICE OF COUNSEL. In all matters as to which indemnification is or
         may be available to the Indemnitee under this Agreement, the Indemnitee
         shall be free to choose and retain counsel of the Indemnitee's choice,
         provided that the Indemnitee shall secure the prior written consent of
         the Corporation as to such selection, which consent shall not be
         unreasonably withheld.

         7. REPAYMENT. Notwithstanding anything to the contrary, if the
         Corporation has paid or advanced any Liability or Expense under this
         Agreement (including pursuant to an Expense Advance Request) to, on
         behalf of or for the benefit of the Indemnitee and it is determined by
         a court of competent jurisdiction, in a decision which the Indemnitee
         does not properly appeal or which decision is affirmed on appeal, that
         the Indemnitee's actions or omissions constitute Nonindemnifiable
         Conduct or that the Indemnitee otherwise is not or was not entitled to
         such payment or advance or that the Indemnitee is required to reimburse
         or repay the Corporation for the amount thereof, the Indemnitee shall
         and does hereby undertake in such circumstances to reimburse and repay
         the Corporation for any and all such 


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INDEMNIFICATION AGREEMENT
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         amounts paid, which thereupon shall be deemed and shall be and become
         the legal, valid and enforceable debt and obligation of the Indemnitee
         to the Corporation.

         8. REPRESENTATIONS AND AGREEMENTS OF THE CORPORATION.

              1. AUTHORITY. The Corporation represents, covenants and agrees
              that it has the corporate power and authority to enter into this
              Agreement and to carry out its obligations under this Agreement.
              The execution, delivery and performance of this Agreement and the
              consummation of the transactions contemplated by this Agreement
              have been duly authorized by the Board. This Agreement is a valid
              and binding obligation of the Corporation and is enforceable
              against the Corporation in accordance with its terms.

              2. NONCONTESTABILITY. The Corporation represents, covenants and
              agrees that it will not initiate, and will use its best efforts to
              cause each of its Affiliates not to initiate, any action, suit or
              proceeding challenging the validity or enforceability of this
              Agreement.

              3. GOOD FAITH JUDGMENT. The Corporation represents, covenants and
              agrees that it will exercise good faith and its best reasonable
              judgment in determining the entitlement of the Indemnitee to
              indemnification under this Agreement.

4. RELATIONSHIP OF THIS AGREEMENT TO OTHER INDEMNITIES.

         1. NONEXCLUSIVITY.

              1. This Agreement and all rights granted to the Indemnitee under
              this Agreement are in addition to and are not deemed to be
              exclusive with or of any other rights that may be available to the
              Indemnitee under any Articles of Incorporation, bylaw, statute,
              agreement, or otherwise.

              2. The rights, duties and obligations of the Corporation and the
              Indemnitee under this Agreement do not limit, diminish or
              supersede the rights, duties and obligations of the Corporation
              and the Indemnitee with respect to the indemnification afforded to
              the Indemnitee under any liability insurance, the FBCA, or under
              the Bylaws or the Articles of Incorporation of the Corporation. In
              addition, the Indemnitee's rights under this Agreement will not be
              limited or diminished in any respect by any amendment to the
              Bylaws or the Articles of Incorporation of the Corporation.

         2. AVAILABILITY, CONTRIBUTION, ETC.


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INDEMNIFICATION AGREEMENT
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              1. The availability or nonavailability of indemnification by way
              of insurance policy, Articles of Incorporation, bylaw, vote of
              stockholders, or otherwise from the Corporation to the Indemnitee
              shall not affect the right of the Indemnitee to indemnification
              under this Agreement, provided that all rights under this
              Agreement shall be subject to applicable statutory provisions in
              effect from time to time.

              2. Any funds actually received by the Indemnitee by way of
              indemnification or payment from any source other than from the
              Corporation under this Agreement shall reduce any amount otherwise
              payable to the Indemnitee under this Agreement.

              3. If the Indemnitee is entitled under any provision of this
              Agreement to indemnification by the Corporation for some
              Liabilities or Expenses but not as to others, or for some or a
              portion thereof actually incurred by the Indemnitee or amounts
              actually paid in settlement by the Indemnitee in the
              investigation, defense, appeal or settlement of any Proceeding for
              which indemnification is sought under this Agreement but not for
              the total amount thereof, the Corporation shall indemnify the
              Indemnitee for the portion thereof to which the Indemnitee is
              entitled.

              4. If for any it is determined by a court of competent
              jurisdiction, in a decision which neither party to this Agreement
              properly appeals or which decision is affirmed on appeal, that the
              indemnity provided under this Agreement is unavailable, or if for
              any reason the indemnity under this Agreement is insufficient to
              hold the Indemnitee harmless as provided in this Agreement, then,
              in any such event, the Corporation shall contribute to the amounts
              paid or payable by the Indemnitee in such proportion as equitably
              reflects the relative benefits received by, and fault of, the
              Indemnitee and the Corporation and its Affiliates and its and
              their respective Associates.

         3. COORDINATION WITH INSURANCE. The obligation of the Corporation under
         this Agreement is not conditioned in any way on any attempt, whether or
         not successful, by the Indemnitee or the Corporation to collect from an
         insurer any amount under any insurance policy.

         4. NO EFFECT ON SEPARATE OBLIGATIONS OF INDEMNITEE. Notwithstanding
         anything to the contrary, nothing in this Agreement shall (i) relieve
         the Indemnitee from, or otherwise affect, any liability or obligation
         that the Indemnitee may have to or for the benefit of the Corporation
         under any written or oral employment or other agreement that may now or
         in the future exist between the Indemnitee and the Corporation
         (collectively, "Other Corporation/Indemnitee Agreements"), (ii) cause
         or require the Corporation to indemnify or make any payment or
         reimbursement to, for or on behalf of or for the benefit of the
         Indemnitee, or hold the Indemnitee harmless, for, from or with respect
         to any breach or


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INDEMNIFICATION AGREEMENT
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         violation by the Indemnitee of any representation, warranty or
         agreement of the Indemnitee in or under any Other
         Corporation/Indemnitee Agreement, or (iii) cause or require the
         Corporation to indemnify or make any payment or reimbursement to, for
         or on behalf of or for the benefit of the Indemnitee, or hold the
         Indemnitee harmless, for, from or with respect to any matter with
         respect to which the Indemnitee is required by, under, pursuant to or
         in accordance with any Other Corporation/Indemnitee Agreement or
         applicable law to indemnify or make any payment or reimbursement to,
         for or on behalf of or for the benefit of the Corporation or hold the
         Corporation harmless.

5. LIMITATIONS.

In no case shall any indemnification or payment be provided or made under this
Agreement to or on behalf of or for the direct or indirect benefit of the
Indemnitee by the Corporation:

         1. except as set forth in Section 6(g) of this Agreement, in any
         Proceeding brought by or in the name or interest of the Indemnitee
         against the Corporation;

         2. except as set forth in Section 6(g) of this Agreement, in any
         Proceeding brought by the Corporation against the Indemnitee, which
         action is initiated at the direction of the Board; or

         3. for any Nonindemnifiable Conduct.

6. MISCELLANEOUS.

         1. COOPERATION. The parties to this Agreement shall execute such powers
         of attorney as may be necessary or appropriate to permit participation
         of counsel selected by any party hereto and, as may be reasonably
         related to any such claim or action, shall provide to the counsel,
         accountants and other representatives of each party access during
         normal business hours to all properties, personnel, books, records,
         contracts, commitments and all other business records of such other
         party and will furnish to such other party copies of all such documents
         as may be reasonably requested (certified, if requested).

         2. FURTHER ASSURANCES. The parties to this Agreement will execute and
         deliver, or cause to be executed and delivered, such additional or
         further documents, agreements or instruments and shall cooperate with
         one another in all respects for the purpose of carrying out the
         transactions contemplated by this Agreement.

         3. NOTICES. Any notice, request, demand or other communication required
         or permitted to be given or made under this Agreement shall be in
         writing and shall be deemed to have been duly given: upon receipt if
         personally delivered; upon successful completion of


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INDEMNIFICATION AGREEMENT
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         transmission if transmitted by telecopy, electronic telephone line
         facsimile transmission or other similar electronic or digital
         transmission method; at the close of business on the next business day
         after it is sent, if sent by recognized overnight delivery service with
         all fees payable by the sender; or at the close of business on the
         fifth business day after it is sent, if mailed, first class mail,
         postage prepaid. In each case such notice, request, demand or other
         communication shall be sent to:

                if to the Indemnitee:

                       At the Indemnitee's address on file with the Corporation.


                if to the Corporation:


                       At the Corporation's principal executive offices.


         or to such other address as either party may have specified in writing
         to the other using the procedures specified above in this Section 6(c).

         4. GOVERNING LAW. This Agreement shall be construed pursuant to and
         governed by the substantive laws of the State of Florida (but any
         provision of Florida law shall not apply if the application of such
         provision would result in the application of the law of a state or
         jurisdiction other than Florida).

         5. SEVERABILITY. Any provision of this Agreement that is determined by
         a court of competent jurisdiction to be prohibited, unenforceable or
         not authorized in any jurisdiction shall, as to such jurisdiction, be
         ineffective to the extent of such prohibition, unenforceability or
         non-authorization without invalidating the remaining provisions hereof
         or affecting the validity, enforceability or legality of such provision
         in any other jurisdiction. In any such case, such determination shall
         not affect any other provision of this Agreement, and the remaining
         provisions of this Agreement shall remain in full force and effect. If
         any provision or term of this Agreement is susceptible to two or more
         constructions or interpretations, one or more of which would render the
         provision or term void or unenforceable, the parties agree that a
         construction or interpretation which renders the term or provision
         valid shall be favored.

         6. SPECIFIC ENFORCEMENT; PRESUMPTION.

              1. The parties agree and acknowledge that, in the event of a
              breach by the Corporation of its obligation promptly to indemnify
              the Indemnitee as provided in


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INDEMNIFICATION AGREEMENT
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12


              this Agreement, or breach of any other material provision of this
              Agreement, damages at law will be an insufficient remedy to the
              Indemnitee. Accordingly, the parties agree that, in addition to
              any other remedies or rights that may be available to the
              Indemnitee, the Indemnitee shall also be entitled, upon
              application to a court of competent jurisdiction, to obtain
              temporary or permanent injunctions to compel specific performance
              of the obligations of the Corporation under this Agreement.

              2. There shall exist in any action to enforce the rights of the
              Indemnitee under this Agreement a rebuttable presumption that the
              Indemnitee has met the applicable standard(s) of conduct and is
              therefore entitled to indemnification pursuant to this Agreement,
              and the burden of proving that the relevant standards have not
              been met by the Indemnitee shall be on the Corporation. Neither
              the failure of the Corporation (including the Board or independent
              legal counsel) prior to the commencement of such action to have
              made a determination that indemnification is proper in the
              circumstances because the Indemnitee has met the applicable
              standard of conduct, nor an actual determination by the
              Corporation (including the Board or independent legal counsel)
              that the Indemnitee has not met such applicable standard of
              conduct, shall (X) constitute a defense to the action, (Y) create
              a presumption that the Indemnitee has not met the applicable
              standard of conduct, or (Z) otherwise alter the presumption in
              favor of the Indemnitee referred to in the preceding sentence.

         7. COST OF ENFORCEMENT; INTEREST.

              1. If either party to this Agreement engages the services of an
              attorney or any other third party or in any way initiates legal
              action to enforce the party's rights under this Agreement,
              including but not limited to the collection of monies due, the
              prevailing party in such action shall be entitled to recover all
              Expenses incurred in connection therewith. Should the Indemnitee
              prevail, such Expenses shall be in addition to monies otherwise
              due the Indemnitee under this Agreement.

              2. If any amount shall be due or payable under this Agreement
              (including under an Expense Advance Request) and shall not be paid
              within 30 days from the date as of which the obligation to make
              such payment arises, interest shall accrue on such unpaid amount
              from the date when due until it is paid in full at the rate of 2%
              per annum in excess of the prime rate published from time to time
              in THE WALL STREET JOURNAL in its "Money Rates" column or any
              similar or successor column or feature, or such lower rate as may
              be required to comply with applicable law.

         8. NO ASSIGNMENT. Any claim, right, title, benefit, remedy or interest
         of the Indemnitee in, to or under or arising out of or in connection
         with this Agreement is personal and may not be sold, assigned,
         transferred, pledged or hypothecated, but the provisions of this
         Agreement 


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INDEMNIFICATION AGREEMENT
PAGE 13


         shall survive the death, disability or incapacity of the Indemnitee or
         the termination of the Indemnitee's service as a Director or officer of
         the Corporation and shall inure to the benefit of the Indemnitee's
         heirs, executors and administrators. This Agreement shall inure to the
         benefit of and shall be binding upon the successors in interest and
         assigns of the Corporation, including any successor corporation
         resulting from a merger, consolidation, recapitalization,
         reorganization, sale of all or substantially all of the assets of the
         Corporation, or any other transaction resulting in the successor
         corporation assuming the liabilities of the Corporation under this
         Agreement (by operation of law or otherwise).

         9. NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to
         benefit or entered into for the benefit of any third parties and, other
         than as set forth in the preceding paragraph as to heirs, assignees and
         successors, nothing in this Agreement, whether express or implied, is
         intended or should be construed to confer upon, or to grant to, any
         person, except the Corporation and the Indemnitee, any claim, right,
         benefit or remedy under or because of this Agreement or any provision
         set forth in this Agreement.

         10. CONSTRUCTION. As used in this Agreement, (1) the word "including"
         is always without limitation, and (2) words in the singular number
         include words of the plural number and vice versa.

         11. VENUE; PROCESS. The parties to this Agreement agree that
         jurisdiction and venue in any action brought pursuant to this Agreement
         to enforce its terms or otherwise with respect to the relationships
         between the parties shall properly lie in and only in the Circuit Court
         of the Sixth Judicial Circuit of the State of Florida in and for
         Pinellas County (the "Circuit Court") and the parties agree that
         jurisdiction shall not properly lie in any other jurisdiction provided,
         however, if jurisdiction does not properly lie with the Circuit Court,
         the parties agree that jurisdiction and venue shall properly lie in and
         only in the United States District Court for the Middle District of
         Florida, Tampa Division. The parties hereby waive any objections which
         they may now or hereafter have based on venue and/or forum non
         conveniens and irrevocably submit to the jurisdiction of any such court
         in any legal suit, action or proceeding arising out of or relating to
         this Agreement. The parties further agree that the mailing by certified
         or registered mail, return receipt requested, of any process required
         by any such court shall constitute valid and lawful service of process
         against them, without the necessity for service by any other means
         provided by statute or rule of court.

         12. WAIVER AND DELAY. No waiver or delay in enforcing the terms of this
         Agreement or in taking any action with respect to any breach of this
         Agreement shall be construed as a waiver of any subsequent breach. No
         action taken by the Indemnitee shall constitute a waiver of the
         Indemnitee's rights under this Agreement.


<PAGE>

INDEMNIFICATION AGREEMENT
PAGE 14


         13. MODIFICATION. This Agreement contains the entire agreement of the
         parties, and supersedes any prior written or oral agreement of the
         parties, with respect to the subject matter hereof. This Agreement may
         be modified only by an instrument in writing signed by both parties
         hereto.

         14. COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be considered an original, but all of
         which together shall constitute one and the same instrument.

         15. HEADINGS. The headings of the various sections in this Agreement
         are inserted for the convenience of the parties and shall not affect
         the meaning, construction or interpretation of this Agreement.

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

INDEMNITEE

/s/ THOMAS W. MAHR       10/30/97
------------------------------------
Signature                  Date

Thomas W. Mahr

ECHELON INTERNATIONAL CORPORATION


By: /s/ DARRYL A. LECLAIR  10/28/97
   ----------------------------------
   Darryl A. LeClair         Date


ECHELON INTERNATIONAL CORPORATION

by: /s/ ILLEGIBLE              11-04-97
   --------------------------------------
     Vice President              Date