EXHIBIT 11.3

                            INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into EFFECTIVE as of the 4TH day of FEBRUARY, 1998, by and between L.
RAYMOND EASTIN (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.


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

     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 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


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          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 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


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     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.


     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


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     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.

          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 


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          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.

          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,


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          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
     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 


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          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.

          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.


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          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 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


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     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 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:


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    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 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.


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          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 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


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INDEMNIFICATION AGREEMENT
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     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.

     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.


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INDEMNIFICATION AGREEMENT
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     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


__________________________________
      Signature               Date



ECHELON INTERNATIONAL CORPORATION


By:______________________________
                             Date