Prepared and filed by St Ives Burrups





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EXHIBIT 10.5

  FORM OF MOMENTUM MERGER CORPORATION

  INDEMNIFICATION AGREEMENT

  MOMENTUM MERGER CORPORATION

  

  INDEMNIFICATION AGREEMENT

 
 THIS INDEMNIFICATION AGREEMENT
    (this “Agreement”) is made and entered into this
    ______ day of ________, 2003, by and between Momentum Merger Corporation,
    a Delaware corporation (the “Corporation”), and ________________
    (“Indemnitee”).

  WHEREAS, the Corporation
    and Indemnitee recognize the significant cost of directors’ and officers’
    liability insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Corporation
    and Indemnitee further recognize the substantial increase in corporate litigation
    in general, subjecting officers and directors to expensive litigation risks
    at the same time as the coverage of liability insurance has been severely
    limited; and

WHEREAS, the Corporation
    desires to attract and retain the services of highly qualified individuals,
    such as Indemnitee, to serve as officers and directors of the Corporation
    and to indemnify its officers and directors so as to provide them with the
    maximum protection permitted by law.

NOW, THEREFORE, in consideration
    for Indemnitee’s services as an officer or director of the Corporation,
    the Corporation and Indemnitee hereby agree as follows:

1.    Services
    to the Corporation. With duties to begin on _____________, Indemnitee
    will serve, at the will of the Corporation or under separate contract, if
    any such contract exists, as a director of the Corporation or as a director,
    officer or other fiduciary of an affiliate of the Corporation (including any
    employee benefit plan of the Corporation) faithfully and to the best of Indemnitee’s
    ability so long as Indemnitee is duly elected and qualified or appointed in
    accordance with the provisions of the Bylaws or other applicable charter documents
    of the Corporation or such affiliate; provided, however, that Indemnitee
    may at any time and for any reason resign from such position (subject to any
    contractual obligation that Indemnitee may have assumed apart from this Agreement)
    and that the Corporation or any affiliate shall have no obligation under this
    Agreement to continue Indemnitee in any such position.

2.    Indemnification.




  (a)    Third Party
    Proceedings. The Corporation shall indemnify Indemnitee if Indemnitee
    is or was a party or is threatened to be made a party to any threatened, pending
    or completed action, suit, proceeding or any alternative dispute resolution
    mechanism, whether civil, criminal, administrative or investigative (other
    than an action by or in the right of the Corporation) by reason of the fact
    that Indemnitee is or was a director, officer, employee or agent of the Corporation,
    or any subsidiary of the Corporation, or by reason of the fact that Indemnitee
    is or was serving at the request of the Corporation as a director, officer,
    employee or agent of another corporation, partnership, joint venture, trust
    or other enterprise, against expenses (including attorneys’ fees), judgments,
    fines and amounts paid in settlement (if such settlement is approved in advance
    by the Corporation, which approval shall not be unreasonably withheld) actually
    and reasonably incurred by Indemnitee in connection with such action, suit
    or proceeding if Indemnitee acted in good faith and in a manner Indemnitee
    reasonably believed to be in or not opposed to the best interests of the Corporation,
    and, with respect to any criminal action or proceeding, had no reasonable
    cause to believe Indemnitee’s conduct was unlawful. The termination of
    any action, suit or proceeding by judgment, order, settlement, conviction,
    or upon a plea of nolo contendere or its equivalent, shall not, of
    itself, create a presumption that Indemnitee did not act in good faith and
    in a manner which Indemnitee reasonably believed to be in or not opposed to
    the best interests of the Corporation, and, with respect to any criminal action
    or proceeding, had reasonable cause to believe that Indemnitee’s conduct
    was unlawful.



 








(b)    Proceedings
    by or in the Right of the Corporation. The Corporation shall indemnify
    Indemnitee if Indemnitee was or is a party or is threatened to be made a party
    to any threatened, pending or completed action or suit by or in the right
    of the Corporation or any subsidiary of the Corporation to procure a judgment
    in its favor by reason of the fact that Indemnitee is or was a director, officer,
    employee or agent of the Corporation, or any subsidiary of the Corporation,
    or by reason of the fact that Indemnitee is or was serving at the request
    of the Corporation as a director, officer, employee or agent of another corporation,
    partnership, joint venture, trust or other enterprise, against expenses (including
    attorneys’ fees) and, to the fullest extent permitted by law, amounts
    paid in settlement actually and reasonably incurred by Indemnitee in connection
    with the defense or settlement of such action or suit if Indemnitee acted
    in good faith and in a manner Indemnitee reasonably believed to be in or not
    opposed to the best interests of the Corporation, except that no indemnification
    shall be made in respect of any claim, issue or matter as to which Indemnitee
    shall have been adjudged to be liable to the Corporation unless and only to
    the extent that the Court of Chancery of the State of Delaware or the court
    in which such action or suit was brought shall determine upon application
    that, despite the adjudication of liability but in view of all the circumstances
    of the case, Indemnitee is fairly and reasonably entitled to indemnity for
    such expenses which the Court of Chancery of the State of Delaware or such
    other court shall deem proper.

(c)    Mandatory
    Payment of Expenses. To the extent that Indemnitee has been successful
    on the merits or otherwise in defense of any action, suit or proceeding referred
    to in Section 2(a) or Section 2(b) above, or in defense
    of any claim, issue or matter therein, Indemnitee shall be indemnified against
    expenses (including attorneys’ fees) actually and reasonably incurred
    by Indemnitee in connection therewith.




3.    Expenses;
    Indemnification Procedure.




(a)    Advancement
    of Expenses. The Corporation shall advance all expenses incurred by Indemnitee
    in connection with the investigation, defense, settlement or appeal of any
    civil or criminal action, suit or proceeding referenced in Section 2(a)
    or Section 2(b) above (but not amounts actually paid in settlement
    of any such action, suit or proceeding). Indemnitee hereby undertakes to repay
    such amounts advanced only if, and to the extent that, it shall ultimately
    be determined that Indemnitee is not entitled to be indemnified by the Corporation
    as authorized hereby. The advances to be made hereunder shall be paid by the
    Corporation to Indemnitee within thirty (30) days following delivery
    of a written request therefor by Indemnitee to the Corporation.

  (b)    Notice/Cooperation
    by Indemnitee. Indemnitee shall, as a condition precedent to his right
    to be indemnified under this Agreement, give the Corporation notice in writing
    as soon as practicable of any claim made against Indemnitee for which indemnification
    will or could be sought under this Agreement. Notice to the Corporation shall
    be directed to the President of the Corporation at the address shown on the
    signature page of this Agreement (or such other address as the Corporation
    shall designate in writing to Indemnitee). Notice shall be deemed received
    three (3) business days after the date postmarked if sent by domestic certified
    or registered mail, properly addressed, five business days if sent by airmail
    to a country outside of North America; otherwise notice shall be deemed received
    when such notice shall actually be received by the Corporation. In addition,
    Indemnitee shall give the Corporation such information and cooperation as
    it may reasonably require and as shall be within Indemnitee’s power.



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  (c)    Procedure.
    Any indemnification and advances provided for in Section 2 above
    and this Section 3 shall be made no later than thirty (30) days
    after receipt of the written request of Indemnitee. If a claim under this
    Agreement, under any statute, or under any provision of the Corporation’s
    Certificate of Incorporation or Bylaws providing for indemnification, is not
    paid in full by the Corporation within thirty (30) days after a written request
    for payment thereof has first been received by the Corporation, Indemnitee
    may, but need not, at any time thereafter bring an action against the Corporation
    to recover the unpaid amount of the claim and, subject to Section 13
    of this Agreement, Indemnitee shall also be entitled to be paid for the expenses
    (including attorneys’ fees) of bringing such action. It shall be a defense
    to any such action (other than an action brought to enforce a claim for expenses
    incurred in connection with any action, suit or proceeding in advance of its
    final disposition) that Indemnitee has not met the standards of conduct which
    make it permissible under applicable law for the Corporation to indemnify
    Indemnitee for the amount claimed. However, Indemnitee shall be entitled to
    receive interim payments of expenses pursuant to Section 3(a) above
    unless and until such defense may be finally adjudicated by court order or
    judgment from which no further right of appeal exists. It is the parties’
    intention that if the Corporation contests Indemnitee’s right to indemnification,
    the question of Indemnitee’s right to indemnification shall be for the
    court to decide, and neither the failure of the Corporation (including its
    Board of Directors, any committee or subgroup of the Board of Directors, independent
    legal counsel, or its stockholders) to have made a determination that indemnification
    of Indemnitee is proper in the circumstances because Indemnitee has met the
    applicable standard of conduct required by applicable law, nor an actual determination
    by the Corporation (including it Board of Directors, any committee or subgroup
    of the Board of Directors, independent legal counsel, or its stockholders)
    that Indemnitee has not met such applicable standard of conduct, shall create
    a presumption that Indemnitee has or has not met the applicable standard of
    conduct.

(d)    Notice
    to Insurers. If, at the time of the receipt of a notice of a claim pursuant
    to Section 3(b) above, the Corporation has director and officer
    liability insurance in effect, the Corporation shall give prompt notice of
    the commencement of such proceeding to the insurers in accordance with the
    procedures set forth in the respective policies. The Corporation shall thereafter
    take all necessary or desirable action to cause such insurers to pay, on behalf
    of the Indemnitee, all amounts payable as a result of such proceeding in accordance
    with the terms of such policies.

  (e)    Selection
    of Counsel. In the event the Corporation shall be obligated under Section 3(a)
    above to pay the expenses of any proceeding against Indemnitee, the Corporation,
    if appropriate, shall be entitled to assume the defense of such proceeding,
    with counsel approved by Indemnitee, upon the delivery to Indemnitee of written
    notice of its election to do so. After delivery of such notice, approval of
    such counsel by Indemnitee and the retention of such counsel by the Corporation,
    the Corporation will not be liable to Indemnitee under this Agreement for
    any fees of counsel subsequently incurred by Indemnitee with respect to the
    same proceeding, provided that (i) Indemnitee shall have the right
    to employ his counsel in any such proceeding at Indemnitee’s expense;
    and (ii) if (A) the employment of counsel by Indemnitee has been
    previously authorized by the Corporation, (B) Indemnitee shall have reasonably
    concluded that there may be a conflict of interest between the Corporation
    and Indemnitee in the conduct of any such defense, or (C) the Corporation
    shall not, in fact, have employed counsel to assume the defense of such proceeding,
    then the fees and expenses of Indemnitee’s counsel shall be at the expense
    of the Corporation.



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  4.    Additional
    Indemnification Rights; Nonexclusivity.




(a)    Scope.
    Notwithstanding any other provision of this Agreement, the Corporation hereby
    agrees to indemnify the Indemnitee to the fullest extent permitted by law,
    notwithstanding that such indemnification is not specifically authorized by
    the other provisions of this Agreement, the Corporation’s Certificate
    of Incorporation, the Corporation’s Bylaws or by statute. In the event
    of any change, after the date of this Agreement, in any applicable law, statute,
    or rule which expands the right of a Delaware corporation to indemnify a member
    of its board of directors or an officer, such changes shall be, ipso facto,
    within the purview of Indemnitee’s rights and Corporation’s obligations,
    under this Agreement. In the event of any change in any applicable law, statute
    or rule which narrows the right of a Delaware corporation to indemnify a member
    of its board of directors or an officer, such changes, to the extent not otherwise
    required by such law, statute or rule to be applied to this Agreement shall
    have no effect on this Agreement or the parties’ rights and obligations
    hereunder.

(b)    Nonexclusivity.
    The indemnification provided by this Agreement shall not be deemed exclusive
    of any rights to which Indemnitee may be entitled under the Corporation’s
    Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders
    or disinterested Directors, the General Corporation Law of the State of Delaware,
    or otherwise, both as to action in Indemnitee’s official capacity and
    as to action in another capacity while holding such office. The indemnification
    provided under this Agreement shall continue as to Indemnitee for any action
    taken or not taken while serving in an indemnified capacity even though he
    may have ceased to serve in such capacity at the time of any action, suit
    or other covered proceeding.




5.    Partial
    Indemnification. If Indemnitee is entitled under any provision of this
    Agreement to indemnification by the Corporation for some or a portion of the
    expenses, judgments, fines or penalties actually or reasonably incurred by
    him in the investigation, defense, appeal or settlement of any civil or criminal
    action, suit or proceeding, but not, however, for the total amount thereof,
    the Corporation shall nevertheless indemnify Indemnitee for the portion of
    such expenses, judgments, fines or penalties to which Indemnitee is entitled.

6.    Mutual Acknowledgement.
    Both the Corporation and Indemnitee acknowledge that in certain instances,
    Federal law or applicable public policy may prohibit the Corporation from
    indemnifying its directors and officers under this Agreement or otherwise.
    Indemnitee understands and acknowledges that the Corporation has undertaken
    or may be required in the future to undertake with 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.

  7.    Officer
    and Director Liability Insurance. The Corporation shall, from time to
    time, make the good faith determination whether or not it is practicable for
    the Corporation to obtain and maintain a policy or policies of insurance with
    reputable insurance companies providing the officers and directors of the
    Corporation with coverage for losses from wrongful acts, or to ensure the
    Corporation’s performance of its indemnification obligations under this
    Agreement. Among other considerations, the Corporation will weigh the costs
    of obtaining such insurance coverage against the protection afforded by such
    coverage. In all policies of director and officer liability insurance, Indemnitee
    shall be named as an insured in such a manner as to provide Indemnitee the
    same rights and benefits as are accorded to the most favorably insured of
    the Corporation’s directors, if Indemnitee is a director; or of the Corporation’s
    officers, if Indemnitee is not a director of the Corporation but is an officer.
    Notwithstanding the foregoing, the Corporation shall have no obligation to
    obtain or maintain such insurance if the Corporation determines in good faith
    that such insurance is not reasonably available, if the premium costs for
    such insurance are disproportionate to the amount of coverage provided, if
    the coverage provided by such insurance is limited by exclusions so as to
    provide an insufficient benefit, or if Indemnitee is covered by similar insurance
    maintained by a subsidiary or parent of the Corporation.



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  8.    Severability.
    Nothing in this Agreement is intended to require or shall be construed as
    requiring the Corporation to do or fail to do any act in violation of applicable
    law. The Corporation’s inability, pursuant to court order, to perform
    its obligations under this Agreement shall not constitute a breach of this
    Agreement. The provisions of this Agreement shall be severable as provided
    in this Section 8. If this Agreement or any portion hereof shall
    be invalidated on any ground by any court of competent jurisdiction, then
    the Corporation shall nevertheless indemnify Indemnitee to the full extent
    permitted by any applicable portion of this Agreement that shall not have
    been invalidated, and the balance of this Agreement not so invalidated shall
    be enforceable in accordance with its terms.

9.    Exceptions.
    Any other provision herein to the contrary notwithstanding, the Corporation
    shall not be obligated pursuant to the terms of this Agreement:




(a)    Claims
    Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee
    with respect to proceedings or claims initiated or brought voluntarily by
    Indemnitee and not by way of defense, except with respect to proceedings brought
    to establish or enforce a right to indemnification under this Agreement or
    any other statute or law or otherwise as required under Section 145 of
    the Delaware General Corporation Law, but such indemnification or advancement
    of expenses may be provided by the Corporation in specific cases if the Board
    of Directors has approved the initiation or bringing of such suit; or

(b)    Lack of
    Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee
    with respect to any proceeding instituted by Indemnitee to enforce or interpret
    this Agreement, if a court of competent jurisdiction determines that each
    of the material assertions made by the Indemnitee in such proceeding was not
    made in good faith or was frivolous; or

(c)    Insured
    Claims. To indemnify Indemnitee for expenses or liabilities of any type
    whatsoever (including, but not limited to, judgments, fines, ERISA excise
    taxes or penalties, and amounts paid in settlement) which have been paid directly
    to Indemnitee by an insurance carrier under a policy of officers’ and
    directors’ liability insurance maintained by the Corporation; or

(d)    Claims
    Under Section 16(b). To indemnify Indemnitee for expenses and the
    payment of profits arising from the purchase and sale by Indemnitee of securities
    in violation of Section 16(b) of the Securities Exchange Act of 1934,
    as amended, or any similar successor statute; or 

(e)    Excluded
    Acts or Omissions. (i) To indemnify Indemnitee for Indemnitee’s
    acts, omissions or transactions from which Indemnitee may not be indemnified
    under applicable law (in this respect, both the Corporation and Indemnitee
    have been advised that the Securities and Exchange Commission believes that
    indemnification for liabilities arising under the Federal securities laws
    is against public policy and is, therefore, unenforceable and that claims
    for indemnification should be submitted to appropriate courts for adjudication);
    and (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or
    transactions in violation of the Corporation’s policies.



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  10.    Construction
    of Certain Phrases.




  (a)    For purposes
    of this Agreement, references to the “Corporation”
    shall include, in addition to the resulting corporation, any constituent corporation
    (including any constituent of a constituent) absorbed in a consolidation or
    merger which, if its separate existence had continued, would have had power
    and authority to indemnify its directors, officers, and employees or agents,
    so that if Indemnitee is or was a director, officer, employee or agent of
    such constituent corporation, or is or was serving at the request of such
    constituent corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise, Indemnitee
    shall stand in the same position under the provisions of this Agreement with
    respect to the resulting or surviving corporation as Indemnitee would have
    with respect to such constituent corporation if its separate existence had
    continued.

  (b)    For purposes
    of this Agreement, references to “other enterprises”
    shall include employee benefit plans; references to “fines”
    shall include any excise taxes assessed on Indemnitee with respect to an employee
    benefit plan; and references to “serving at the request of the
    Corporation” shall include any service as a director, officer,
    employee or agent of the Corporation which imposes duties on, or involves
    services by, such director, officer, employee or agent with respect to an
    employee benefit plan, its participants, or beneficiaries; and if Indemnitee
    acted in good faith and in a manner Indemnitee reasonably believed to be in
    the interest of the participants and beneficiaries of an employee benefit
    plan, Indemnitee shall be deemed to have acted in a manner “not
    opposed to the best interests of the Corporation” as referred
    to in this Agreement.




11.    Counterparts.
    This Agreement may be executed in one or more counterparts, each of which
    shall constitute an original.

12.    Survival;
    Successors and Assigns. Unless otherwise provided in this Agreement, the
    rights conferred upon Indemnitee under this Agreement shall continue after
    Indemnitee has ceased to be a director, officer, employee or agent of the
    Corporation, or any subsidiary of the Corporation, or by reason of the fact
    that Indemnitee or has ceased to serve at the request of the Corporation as
    a director, officer, employee or agent of another corporation, partnership,
    joint venture, trust or other enterprise. This Agreement shall be binding
    upon the Corporation and its successors and assigns, and shall inure to the
    benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives
    and assigns.

13.    Attorneys’
    Fees.  In the event that any action is instituted by Indemnitee
    under this Agreement to enforce or interpret any of the terms hereof, Indemnitee
    shall be entitled to be paid all court costs and expenses, including reasonable
    attorneys’ fees, incurred by Indemnitee with respect to such action,
    unless as a part of such action, the court of competent jurisdiction determines
    that each of the material assertions made by Indemnitee as a basis for such
    action were not made in good faith or were frivolous. In the event of an action
    instituted by or in the name of the Corporation under this Agreement or to
    enforce or interpret any of the terms of this Agreement, Indemnitee shall
    be entitled to be paid all court costs and expenses, including attorneys’
    fees, incurred by Indemnitee in defense of such action (including with respect
    to Indemnitee’s counterclaims and cross-claims made in such action),
    unless as a part of such action the court determines that each of Indemnitee’s
    material defenses to such action were made in bad faith or were frivolous.

  14.    Notice.
    Except as otherwise provided in this Agreement, all notices, requests, demands
    and other communications under this Agreement shall be in writing and shall
    be deemed duly given (i) if delivered by hand and receipted for by the
    party addressee, on the date of such receipt, or (ii) if mailed by domestic
    certified or registered mail with postage prepaid, on the third (3RD)
    business day after the date postmarked. All notices and other communications
    hereunder shall be in writing and shall be deemed duly given (i) on the
    date of delivery if delivered personally, (ii) on the date of confirmation
    of receipt (or, the first business day following such receipt if the date
    is not a business day) of transmission by telecopy or telefacsimile, or (iii) on
    the date of confirmation of receipt (or, the first business day following
    such receipt if the date is not a business day) if delivered by a nationally
    recognized courier service. Addresses for notice to either party are as shown
    on the signature page of this Agreement, or pursuant to such other instructions
    as may be designated in writing in accordance with this Section 14
    by the party to receive such notice.



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  15.    Consent
    to Jurisdiction. The Corporation and Indemnitee each hereby irrevocably
    consent to the jurisdiction of the courts of the State of Delaware for all
    purposes in connection with any action or proceeding which arises out of or
    relates to this Agreement and agree that any action instituted under this
    Agreement shall be brought only in the state courts of the State of Delaware.

16.    Choice
    of Law. This Agreement shall be governed by and its provisions construed
    in accordance with the laws of the State of Delaware, as applied to contracts
    between Delaware residents entered into and to be performed entirely within
    Delaware without regard to the conflict of law principles thereof.

17.    Period
    of Limitations. No legal action shall be brought and no cause of action
    shall be asserted by or in the right of the Corporation against Indemnitee,
    Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives
    after the expiration of two years from the date of accrual of such cause of
    action, and any claim or cause of action of the Corporation shall be extinguished
    and deemed released unless asserted by the timely filing of a legal action
    within such two-year period; provided, however, that if any shorter
    period of limitations is otherwise applicable to any such cause of action,
    such shorter period shall govern.

18.    Subrogation.
    In the event of payment under this Agreement, the Corporation shall be subrogated
    to the extent of such payment to all of the rights of recovery of Indemnitee,
    who shall execute all documents required and shall do all acts that may be
    necessary to secure such rights and to enable the Corporation effectively
    to bring suit to enforce such rights.

19.    Amendment
    and Termination. No amendment, modification, termination or cancellation
    of this Agreement shall be effective unless it is in writing signed by both
    the parties hereto. No waiver of any of the provisions of this Agreement shall
    be deemed or shall constitute a waiver of any other provisions hereof (whether
    or not similar) nor shall such waiver constitute a continuing waiver.

20.    Integration
    and Entire Agreement. This Agreement sets forth the entire understanding
    between the parties hereto and supersedes and merges all previous written
    and oral negotiations, commitments, understandings and agreements relating
    to the subject matter hereof between the parties hereto.



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



	 	 
	 	MOMENTUM MERGER CORPORATION
	 	 
	 	By:
	 	 	

	 	Name:
	 	 	

	 	Title: 
	 	 	

	 	 
	 	Address:	 	685 Route 202/206

      Bridgewater, New Jersey 08807
	 	 
	 	 
	 	INDEMNITEE
	 	 
	 	

	 	Signature
	 	 
	 	

	 	Print Name and Title
	 	 
	 	 
	 	Address:
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	 	 
	 	 	 	



[SIGNATURE
  PAGE TO MOMENTUM MERGER
  CORPORATION INDEMNIFICATION AGREEMENT]