AMENDED  AND  RESTATED
                            INDEMNIFICATION AGREEMENT


     This  Amended  and  Restated  Indemnification Agreement (this "Agreement"),
made  and  entered  into  as  of the ___ day of ___________, 2001 by and between
Syntroleum  Corporation,  a  Delaware  corporation  (the  "Corporation"),  and
______________________  ("Indemnitee").


                         W  I  T  N  E  S  S  E  T  H:
                         -  -  -  -  -  -  -  -  -  -

WHEREAS,  Syntroleum  Corporation,  an  Oklahoma  corporation
("Syntroleum-Oklahoma"),  and  Indemnitee  entered  into  an  Indemnification
Agreement  dated  as  of  November  3,  1997  (the  "Original  Indemnification
Agreement");  and

WHEREAS,  pursuant to an Agreement and Plan of Merger dated as of March 30, 1998
by  and  between  Syntroleum-Oklahoma  and SLH Corporation, a Kansas corporation
("SLH"), effective August 7, 1998, Syntroleum-Oklahoma merged (the "SLH Merger")
with  and into SLH, with SLH being the surviving corporation and SLH changed its
name  to  Syntroleum  Corporation  ("Syntroleum-Kansas");  and

WHEREAS,  pursuant  to  the  SLH  Merger, Syntroleum-Kansas assumed the Original
Indemnification  Agreement;  and

WHEREAS,  Syntroleum-Kansas  and the Corporation are parties to an Agreement and
Plan  of  Merger  (the  "Merger Agreement") dated as of May 7, 1999, pursuant to
which  (i) Syntroleum-Kansas would be merged with and into the Corporation, (ii)
the  Corporation  would  be  the  surviving  corporation, and (iii) the Original
Indemnification  Agreement  would  be assumed by the Corporation and amended and
restated  to  effect  such  assumption.

WHEREAS,  Indemnitee  is  currently  serving  or  is about to begin serving as a
director  and/or  officer of the Corporation and/or in another Corporate Status,
and  Indemnitee  is  willing,  subject to, among other things, the Corporation's
execution  and  performance  of  this  Agreement,  to continue in or assume such
capacity  or  capacities;  and

WHEREAS,  the  Bylaws  of  the  Corporation  provide  that the Corporation shall
indemnify  directors  and  officers  of  the Corporation in the manner set forth
therein;  and

WHEREAS, the Corporation and Indemnitee desire to amend and restate the Original
Indemnification Agreement to reflect the transactions contemplated by the Merger
Agreement  in  order  to  induce  Indemnitee to provide services as contemplated
hereby  and  the  Corporation  has deemed it to be in its best interest to enter
into  this  Agreement  with  Indemnitee.


<PAGE>
NOW,  THEREFORE,  in consideration of Indemnitee's agreement to provide services
to  the  Corporation  and/or  certain  of its affiliates as contemplated by this
Agreement,  the  mutual  agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  agree  as  follows.


     1.  Certain  Definitions
         --------------------

     As  used  herein,  the  following  words and terms shall have the following
respective  meanings  (whether  singular  or  plural):

"CHANGE  OF CONTROL" means a change in control of the Corporation after the date
Indemnitee acquired his Corporate Status, which shall be deemed to have occurred
in  any  one of the following circumstances occurring after such date: (i) there
shall  have  occurred  an  event  required  to  be  reported with respect to the
Corporation  in  response  to Item 6(e) of Schedule 14A of Regulation 14A (or in
response  to any similar item or any similar schedule or form) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or
not  the  Corporation  is  then  subject to such reporting requirement; (ii) any
"person"  (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
shall  have  become  the  "beneficial owner" (as defined in Rule 13d-3 under the
Exchange  Act),  directly  or  indirectly,  of  securities  of  the  Corporation
representing  40% or more of the combined voting power of the Corporation's then
outstanding  voting  securities without prior approval of at least two-thirds of
the members of the Board of Directors in office immediately prior to such person
attaining  such  percentage  interest;  (iii)  the  Corporation  is a party to a
merger,  consolidation,  sale  of  assets  or  other  reorganization, or a proxy
contest,  as  a consequence of which members of the Board of Directors in office
immediately  prior  to such transaction or event constitute less than a majority
of  the  Board  of  Directors  thereafter;  or  (iv)  during  any  period of two
consecutive  years,  individuals who at the beginning of such period constituted
the  Board  of  Directors  (including,  for this purpose, any new director whose
election  or  nomination  for  election  by  the  Corporation's shareholders was
approved  by a vote of at least two-thirds of the directors then still in office
who  were  directors  at  the  beginning of such period) cease for any reason to
constitute  at  least  a  majority  of  the  Board  of  Directors.

"CORPORATE  STATUS"  describes  the status of Indemnitee as a director, officer,
employee,  agent  or  fiduciary  of the Corporation or of any other corporation,
partnership,  limited  liability  company,  association,  joint  venture, trust,
employee  benefit  plan or other enterprise that Indemnitee is or was serving at
the  request  of  the  Corporation.

"COURT" means the District Court of Tulsa County of the State of Oklahoma or any
other  court  of  competent  jurisdiction.

"DGCL" means the Delaware General Corporation Law, as amended from time to time.


                                        2
<PAGE>
"EXPENSES" shall include all reasonable attorneys' fees, retainers, court costs,
transcript  costs,  fees  of experts, witness fees, travel expenses, duplicating
costs,  printing and binding costs, telephone charges, postage, delivery service
fees,  and all other disbursements or expenses of the types customarily incurred
in  connection  with  prosecuting,  defending, preparing to prosecute or defend,
investigating,  or  being  or  preparing  to  be  a  witness  in  a  Proceeding.

"INDEPENDENT  COUNSEL"  means  a  law  firm,  or a member of a law firm, that is
experienced  in  matters of corporation law and neither presently is, nor in the
five  years  previous  to  his  selection  or  appointment has been, retained to
represent:  (i)  the  Corporation or Indemnitee in any matter material to either
such  party or (ii) any other party to the Proceeding giving rise to a claim for
indemnification  hereunder.

"MATTER"  is  a  claim,  a  material  issue or a substantial request for relief.

"PROCEEDING"  includes  any  action,  suit,  arbitration,  alternate  dispute
resolution  mechanism,  investigation,  administrative  hearing  or  any  other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated  by  Indemnitee  pursuant to Section 6.01 of this Agreement to enforce
                                       ------------
his  rights  under  this  Agreement.


                           2.  Services by Indemnitee
                               ----------------------

2.01     SERVICES  BY  INDEMNITEE.  Indemnitee  agrees  to  serve or continue to
serve  in  his  current capacity or capacities as a director, officer, employee,
agent  or fiduciary of the Corporation.  Indemnitee also agrees to serve, as the
Corporation  may  request  from  time to time, as a director, officer, employee,
agent  or  fiduciary  of  any  other corporation, partnership, limited liability
company,  association,  joint  venture,  trust  or other enterprise in which the
Corporation  has  an  interest.  Indemnitee and the Corporation each acknowledge
that  they have entered into this Agreement as a means of inducing Indemnitee to
serve  the  Corporation  in  such  capacities.

2.02     TERMINATION OF SERVICES.  Indemnitee may at any time and for any reason
resign  from  such  position  or  positions  (subject  to  any other contractual
obligation  or  any  obligation  imposed  by operation of law).  The Corporation
shall have no obligation under this Agreement to continue Indemnitee in any such
position  for any period of time and shall not be precluded by the provisions of
this Agreement from removing or terminating Indemnitee from any such position at
any  time.


     3.  Indemnification
         ---------------

3.01     GENERAL.  The  Corporation  shall,  to  the fullest extent permitted by
applicable  law  in  effect  on  the  date hereof, and to such greater extent as
applicable  law  may  thereafter  permit, indemnify and hold Indemnitee harmless
from  and  against any and all losses, liabilities, claims, damages and, subject
to  Section 3.02,  Expenses (as this and all other capitalized words are defined
    ------------
in  Article  1.  of  this  Agreement),  whatsoever  arising  out of any event or
    -----------
occurrence  related  to the fact that Indemnitee is or was a director or officer
   ----
of  the  Corporation  or  is  or  was  serving  in  another  Corporate  Status.

                                        3
<PAGE>

3.02     EXPENSES.  If Indemnitee is, by reason of his Corporate Status, a party
to and is successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified  against  all Expenses actually and reasonably incurred by him or on
his  behalf  in connection therewith.  If Indemnitee is not wholly successful in
such  Proceeding but is successful, on the merits or otherwise, as to any Matter
in  such  Proceeding,  the  Corporation  shall  indemnify Indemnitee against all
Expenses  actually  and  reasonably incurred by him or on his behalf relating to
such  Matter.  The  termination of any Matter in such a Proceeding by dismissal,
with  or without prejudice, shall be deemed to be a successful result as to such
Matter.  To  the  extent  that  the  Indemnitee  is,  by reason of his Corporate
Status,  a  witness  in  any  Proceeding,  he  shall  be indemnified against all
Expenses  actually and reasonably incurred by him or on his behalf in connection
therewith.


                           4.  Advancement of Expenses
                               -----------------------

4.01     ADVANCES.  In  the  event  of any threatened or pending action, suit or
proceeding  in which Indemnitee is a party or is involved and that may give rise
to a right of indemnification under this Agreement, following written request to
the  Corporation by Indemnitee, the Corporation shall promptly pay to Indemnitee
amounts  to  cover expenses reasonably incurred by Indemnitee in such proceeding
in advance of its final disposition upon the receipt by the Corporation of (i) a
written  undertaking  executed  by  or  on  behalf  of Indemnitee providing that
Indemnitee  will  repay  the  advance  if it shall ultimately be determined that
Indemnitee  is  not entitled to be indemnified by the Corporation as provided in
this Agreement and (ii) satisfactory evidence as to the amount of such expenses.

4.02     REPAYMENT  OF  ADVANCES  OR  OTHER  EXPENSES.  Indemnitee  agrees  that
Indemnitee  shall  reimburse  the  Corporation  for  all  expenses  paid  by the
Corporation  in  defending  any civil, criminal, administrative or investigative
action,  suit  or  proceeding  against  Indemnitee  in the event and only to the
extent  that it shall be determined pursuant to the provisions of this Agreement
or  by  final  judgment  or other final adjudication under the provisions of any
applicable  law  that  Indemnitee  is  not  entitled  to  be  indemnified by the
Corporation  for  such  expenses.


     5.  Procedure  for  Determination  of  Entitlement  to  Indemnification
         -------------------------------------------------------------------

5.01     REQUEST  FOR  INDEMNIFICATION.  To  obtain  indemnification, Indemnitee
shall  submit  to  the  Secretary of the Corporation a written claim or request.
Such written claim or request shall contain sufficient information to reasonably
inform  the  Corporation  about  the nature and extent of the indemnification or
advance  sought  by Indemnitee.  The Secretary of the Corporation shall promptly
advise  the  Board  of  Directors  of  such  request.

                                        4
<PAGE>

5.02     DETERMINATION  OF ENTITLEMENT; NO CHANGE OF CONTROL.  If there has been
no  Change  of Control at the time the request for indemnification is submitted,
Indemnitee's  entitlement  to  indemnification shall be determined in accordance
with  Section  145(d)  of  the DGCL.  If entitlement to indemnification is to be
determined  by  Independent  Counsel,  the  Corporation  shall furnish notice to
Indemnitee  within  10  days  after  receipt of the request for indemnification,
specifying the identity and address of Independent Counsel.  The Indemnitee may,
within 14 days after receipt of such written notice of selection, deliver to the
Corporation  a  written  objection  to  such  selection.  Such  objection may be
asserted  only  on  the ground that the Independent Counsel so selected does not
meet  the  requirements of Independent Counsel and the objection shall set forth
with  particularity  the  factual  basis  for  such  assertion.  If  there is an
objection  to  the  selection  of Independent Counsel, either the Corporation or
Indemnitee  may  petition  the  Court  for a determination that the objection is
without  a  reasonable  basis  and/or for the appointment of Independent Counsel
selected  by  the  Court.

5.03     DETERMINATION  OF  ENTITLEMENT; CHANGE OF CONTROL.  If there has been a
Change  of  Control  at  the  time the request for indemnification is submitted,
Indemnitee's  entitlement  to  indemnification  shall be determined in a written
opinion  by  Independent  Counsel selected by Indemnitee.  Indemnitee shall give
the  Corporation  written  notice  advising  of  the identity and address of the
Independent  Counsel  so selected.  The Corporation may, within seven days after
receipt of such written notice of selection, deliver to the Indemnitee a written
objection to such selection.  Indemnitee may, within five days after the receipt
of  such  objection from the Corporation, submit the name of another Independent
Counsel and the Corporation may, within seven days after receipt of such written
notice  of  selection,  deliver  to  the  Indemnitee a written objection to such
selection.  Any objections referred to in this Section 5.03 may be asserted only
                                               ------------
on  the  ground  that  the  Independent  Counsel  so  selected does not meet the
requirements  of  Independent  Counsel  and  such objection shall set forth with
particularity the factual basis for such assertion.  Indemnitee may petition the
Court  for  a determination that the Corporation's objection to the first and/or
second selection of Independent Counsel is without a reasonable basis and/or for
the  appointment  as  Independent  Counsel  of  a  person selected by the Court.

5.04     PROCEDURES  OF  INDEPENDENT COUNSEL.  If a Change of Control shall have
occurred  before  the  request  for  indemnification  is  sent  by  Indemnitee,
Indemnitee  shall  be  presumed  (except as otherwise expressly provided in this
Agreement)  to  be  entitled to indemnification upon submission of a request for
indemnification  in  accordance  with  Section  5.01  of  this  Agreement,  and
                                       -------------
thereafter  the  Corporation  shall  have  the  burden  of proof to overcome the
presumption  in  reaching  a  determination  contrary  to  the presumption.  The
presumption  shall be used by Independent Counsel as a basis for a determination

                                        5
<PAGE>

of  entitlement  to  indemnification unless the Corporation provides information
sufficient  to overcome such presumption by clear and convincing evidence or the
investigation, review and analysis of Independent Counsel convinces him by clear
and  convincing  evidence  that  the  presumption  should  not  apply.

Except  in the event that the determination of entitlement to indemnification is
to  be  made  by  Independent  Counsel, if the person or persons empowered under
Section  5.02  or  5.03  of  this  Agreement  to  determine  entitlement  to
    ---------      ----
indemnification  shall  not  have  made and furnished to Indemnitee in writing a
    --------
determination  within  60  days  after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall be
deemed  to  have  been  made  and  Indemnitee  shall  be  entitled  to  such
indemnification  unless  Indemnitee  knowingly misrepresented a material fact in
connection  with  the  request  for  indemnification  or such indemnification is
prohibited  by  applicable  law.  The  termination  of  any Proceeding or of any
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 itself adversely affect the right of Indemnitee
to  indemnification  or create a presumption that Indemnitee did not act in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best  interests  of the Corporation, or with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful. A
person  who  acted in good faith and in a manner he reasonably believed to be in
the  interest  of the participants and beneficiaries of an employee benefit plan
of  the Corporation shall be deemed to have acted in a manner not opposed to the
best  interests  of  the  Corporation.

For  purposes  of  any determination hereunder, a person shall be deemed to have
acted  in  good  faith  and  in  a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of  the  Corporation, or, with respect to any
criminal  action  or  Proceeding, to have had no reasonable cause to believe his
conduct  was unlawful, if his action is based on the records or books of account
of  the  Corporation  or another enterprise or on information supplied to him by
the  officers  of  the  Corporation or another enterprise in the course of their
duties  or  on  the  advice  of  legal  counsel  for  the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or  another  enterprise  by  an independent certified public accountant or by an
appraiser  or  other  expert selected with reasonable care by the Corporation or
another enterprise.  The term "another enterprise" as used in this Section shall
mean  any  other  corporation  or  any  partnership,  limited liability company,
association,  joint venture, trust, employee benefit plan or other enterprise of
which  such  person  is  or  was  serving at the request of the Corporation as a
director,  officer,  employee  or agent.  The provisions of this paragraph shall
not  be deemed to be exclusive or to limit in any way the circumstances in which
an  Indemnitee may be deemed to have met the applicable standards of conduct for
determining  entitlement  to  rights  under  this  Agreement.

5.05     INDEPENDENT  COUNSEL  EXPENSES.  The  Corporation shall pay any and all
reasonable  fees and expenses of Independent Counsel incurred acting pursuant to
this  Article  5.  and  in  any  proceeding to which it is a party or witness in
      -----------
                                        6
<PAGE>

respect  of  its  investigation  and written report and shall pay all reasonable
fees  and  expenses incident to the procedures in which such Independent Counsel
was  selected  or  appointed.  No  Independent  Counsel  may  serve  if a timely
objection  has been made to his selection until a Court has determined that such
objection  is  without  a  reasonable  basis.


     6.  Certain  Remedies  of  Indemnitee
         ---------------------------------

6.01     ADJUDICATION.  In  the  event that (i) a determination is made pursuant
to  Section  5.02  or  5.03  hereof  that  Indemnitee  is  not  entitled  to
    -------------      ----
indemnification under this Agreement; (ii) advancement of Expenses is not timely
   -----------
made  pursuant  to Section 4.01 of this Agreement; (iii) Independent Counsel has
                   ------------
not  made  and  delivered  a  written  opinion  determining  the  request  for
indemnification  (a)  within  90 days after being appointed by the Court, or (b)
within  90  days  after  objections  to his selection have been overruled by the
Court  or (c) within 90 days after the time for the Corporation or Indemnitee to
object  to  his selection; or (iv) payment of indemnification is not made within
five  days after a determination of entitlement to indemnification has been made
or  deemed  to  have  been  made  pursuant to Section 5.02, 5.03 or 5.04 of this
                                              ------------  ----    ----
Agreement,  Indemnitee  shall be entitled to an adjudication in the Court, or in
any  other  court  of  competent  jurisdiction,  of  his  entitlement  to  such
indemnification  or  advancement of Expenses.  In the event that a determination
shall  have  been  made  that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall
                                                              ------------
be  conducted  in  all  respects as a de novo trial on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination.  If a Change of
Control  shall  have  occurred, in any judicial proceeding commenced pursuant to
this  Section  6.01,  the  Corporation  shall  have  the  burden of proving that
      -------------
Indemnitee is not entitled to indemnification or advancement of Expenses, as the
     --
case  may  be.  If  a  determination shall have been made or deemed to have been
made  that  Indemnitee  is entitled to indemnification, the Corporation shall be
bound  by  such  determination  in any judicial proceeding commenced pursuant to
this  Section  6.01,  or otherwise, unless Indemnitee knowingly misrepresented a
      -------------
material  fact  in  connection  with  the  request  for indemnification, or such
indemnification  is  prohibited  by  law.

The  Corporation  shall  be  precluded from asserting in any judicial proceeding
commenced  pursuant to this Section 6.01 that the procedures and presumptions of
                            ------------
this  Agreement  are  not valid, binding and enforceable, and shall stipulate in
any  such  proceeding  that  the  Corporation is bound by all provisions of this
Agreement.  In the event that Indemnitee, pursuant to this Section 6.01, seeks a
                                                           ------------
judicial  adjudication  to  enforce  his rights under, or to recover damages for
breach  of,  this  Agreement,  Indemnitee  shall be entitled to recover from the
Corporation,  and  shall  be indemnified by the Corporation against, any and all
Expenses  actually and reasonably incurred by him in such judicial adjudication,
but  only  if  he  prevails therein.  If it shall be determined in such judicial
adjudication  that  Indemnitee  is  entitled  to receive part but not all of the

                                        7
<PAGE>

indemnification  or  advancement  of  Expenses  sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately  prorated.


                      7.  Participation by the Corporation
                          --------------------------------

7.01     PARTICIPATION  BY  THE  CORPORATION.  With  respect  to any such claim,
action,  suit,  proceeding  or investigation as to which Indemnitee notifies the
Corporation  of  the commencement thereof:  (a) the Corporation will be entitled
to  participate  therein  at  its  own expense; (b) except as otherwise provided
below,  to  the extent that it may wish, the Corporation (jointly with any other
indemnifying  party  similarly  notified) will be entitled to assume the defense
thereof,  with  counsel reasonably satisfactory to Indemnitee.  After receipt of
notice  from  the  Corporation to Indemnitee of the Corporation's election so to
assume  the  defense  thereof,  the Corporation will not be liable to Indemnitee
under  this  Agreement  for any legal or other expenses subsequently incurred by
Indemnitee in connection with the defense thereof other than reasonable costs of
investigation  or  as otherwise provided below.  Indemnitee shall have the right
to  employ his own counsel in such action, suit, proceeding or investigation but
the fees and expenses of such counsel incurred after notice from the Corporation
of  its  assumption of the defense thereof shall be at the expense of Indemnitee
unless  (i)  the  employment of counsel by Indemnitee has been authorized by the
Corporation,  (ii)  Indemnitee  shall  have reasonably concluded that there is a
conflict  of  interest  between the Corporation and Indemnitee in the conduct of
the  defense  of  such  action  or  (iii) the Corporation shall not in fact have
employed  counsel  to  assume the defense of such action, in each of which cases
the  fees  and  expenses  of  counsel employed by Indemnitee shall be subject to
indemnification  pursuant  to the terms of this Agreement (the Corporation shall
not  be  entitled  to  assume  the  defense  of  any action, suit, proceeding or
investigation  brought  in  the name of or on behalf of the Corporation or as to
which Indemnitee shall have made the conclusion provided for in (ii) above); and
(c)  the  Corporation  shall  not  be  liable to indemnify Indemnitee under this
Agreement  for  any  amounts  paid in settlement of any action or claim effected
without  its  written consent, which consent shall not be unreasonably withheld.
The  Corporation  shall  not settle any action or claim in any manner that would
impose  any  limitation  or  unindemnified  penalty  on  Indemnitee  without
Indemnitee's  written consent, which consent shall not be unreasonably withheld.


     8.  Miscellaneous
         -------------

8.01     NONEXCLUSIVITY  OF  RIGHTS.  The  rights  of  indemnification  and
advancement  of  Expenses  as  provided  by  this  Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under  applicable  law,  the  Corporation's  Certificate  of  Incorporation, the
Corporation's  Bylaws,  any agreement, a vote of shareholders or a resolution of
directors,  or  otherwise.  No amendment, alteration or repeal of this Agreement
or any provision hereof shall be effective as to Indemnitee for acts, events and
circumstances  that  occurred,  in  whole  or  in  part,  before such amendment,
alteration  or  repeal.  The  provisions  of this Agreement shall continue as to
Indemnitee  whose  Corporate Status has ceased for any reason and shall inure to
the  benefit  of  his  heirs,  executors  and  administrators.

                                        8
<PAGE>

8.02     INSURANCE  AND  SUBROGATION.  The Corporation shall not be liable under
this  Agreement to make any payment of amounts otherwise indemnifiable hereunder
if, but only to the extent that, Indemnitee has otherwise actually received such
payment  under  any  insurance policy, contract, agreement or otherwise.  In the
event  of  any  payment  hereunder,  the  Corporation shall be subrogated to the
extent  of  such  payment to all the rights of recovery of Indemnitee, who shall
execute  all  papers  required  and  take all action reasonably requested by the
Corporation  to secure such rights, including execution of such documents as are
necessary  to  enable  the  Corporation  to  bring  suit to enforce such rights.

8.03     ACKNOWLEDGMENT OF CERTAIN MATTERS.  Both the Corporation and Indemnitee
acknowledge  that  in  certain  instances,  applicable  law or public policy may
prohibit  indemnification  of Indemnitee by the Corporation under this Agreement
or  otherwise.  Indemnitee understands and acknowledges that the Corporation has
undertaken  or may be required in the future to undertake, by the Securities and
Exchange  Commission,  to  submit  the question of indemnification to a court in
certain  circumstances  for  a  determination  of  the Corporation's right under
public  policy  to  indemnify  Indemnitee.

8.04     AMENDMENT.  This  Agreement  may not be modified or amended except by a
written  instrument  executed  by  or  on  behalf of each of the parties hereto.

8.05     WAIVERS.  The  observance  of  any term of this Agreement may be waived
(either  generally  or  in  a  particular  instance  and either retroactively or
prospectively)  by  the  party  entitled  to enforce such term only by a writing
signed  by  the  party  against  which  such  waiver  is to be asserted.  Unless
otherwise expressly provided herein, no delay on the part of any party hereto in
exercising  any  right,  power  or privilege hereunder shall operate as a waiver
thereof,  nor  shall  any  waiver  on the part of any party hereto of any right,
power  or  privilege  hereunder operate as a waiver of any other right, power or
privilege hereunder nor shall any single or partial exercise of any right, power
or  privilege  hereunder  preclude  any other or further exercise thereof or the
exercise  of  any  other  right,  power  or  privilege  hereunder.

8.06     ENTIRE  AGREEMENT.  This Agreement and the documents referred to herein
constitute  the  entire agreement between the parties hereto with respect to the
matters  covered  hereby, and any other prior or contemporaneous oral or written
understandings  or  agreements  with  respect  to the matters covered hereby are
superseded  by  this  Agreement.

8.07     SEVERABILITY.  If  any  provision or provisions of this Agreement shall
be  held  to be invalid, illegal or unenforceable for any reason whatsoever, the
validity,  legality  and enforceability of the remaining provisions shall not in
any  way  be  affected or impaired thereby; and, to the fullest extent possible,
the  provisions of this Agreement shall be construed so as to give effect to the
intent  manifested  by  the  provision  held  invalid, illegal or unenforceable.

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8.08     CERTAIN  ACTIONS  FOR  WHICH  INDEMNIFICATION  IS  NOT  PROVIDED.
Notwithstanding  any  other provision of this Agreement, Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect  to any Proceeding, or any Matter therein, brought or made by Indemnitee
against  the  Corporation.

8.09     NOTICES.  Promptly  after  receipt  by  Indemnitee  of  notice  of  the
commencement  of  any  action,  suit  or  proceeding,  Indemnitee  shall,  if he
anticipates  or  contemplates making a claim for expenses or an advance pursuant
to  the  terms  of this Agreement, notify the Corporation of the commencement of
such  action,  suit  or  proceeding;  provided,  however,  that  any delay in so
notifying the Corporation shall not constitute a waiver or release by Indemnitee
of  rights  hereunder  and  that  any  omission  by  Indemnitee to so notify the
Corporation  shall  not  relieve  the Corporation from any liability that it may
have  to  Indemnitee  otherwise  than  under  this  Agreement. Any communication
required  or permitted to the Corporation shall be addressed to the Secretary of
the  Corporation  and any such communication to Indemnitee shall be addressed to
the  Indemnitee's  address  as  shown  on  the  Corporation's records unless the
Indemnitee specifies otherwise and shall be personally delivered or delivered by
overnight  mail  delivery.  Any  such  notice  shall  be effective upon receipt.

8.10     GOVERNING  LAW.  This  Agreement  shall be construed in accordance with
and  governed  by  the  laws  of  the  State  of  Delaware without regard to any
principles  of  conflict  of  laws that, if applied, might permit or require the
application  of  the  laws  of  a  different  jurisdiction.

8.11     HEADINGS.  The  Article  and Section headings in this Agreement are for
convenience  of  reference  only, and shall not be deemed to alter or affect the
meaning  or  interpretation  of  any  provisions  hereof.

8.12     COUNTERPARTS.  This  Agreement may be executed in counterparts, each of
which  shall  be  deemed  to  be  an original and all of which together shall be
deemed  to  be  one  and  the  same  instrument.

8.13     USE  OF  CERTAIN TERMS.  As used in this Agreement, the words "herein,"
"hereof,"  and  "hereunder"  and  other  words  of  similar import refer to this
Agreement as a whole and not to any particular paragraph, subparagraph, section,
subsection, or other subdivision.  Whenever the context may require, any pronoun
used  in  this  Agreement shall include the corresponding masculine, feminine or
neuter  forms,  and the singular form of nouns, pronouns and verbs shall include
the  plural  and  vice  versa.

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IN  WITNESS  WHEREOF,  this Agreement has been duly executed and delivered to be
effective  as  of  the  date  first  above  written.


                         SYNTROLEUM  CORPORATION


                         By:  --------------------------
                              Mark  A.  Agee,  President



                         INDEMNITEE


                         By:  -------------------------

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