The Solomon-Page Group Ltd.
                           1140 Avenue of the Americas
                            New York, New York 10036


                                                                  April 15, 1999

The Solomon-Page Group Ltd.
1140 Avenue of the Americas
New York, New York 10036

Dear_____________:

         In  consideration  of  your  continued  service  as a  director  of The
Solomon-Page  Group  Ltd.  (the  "Company"),  the  Company  will,  to the extent
provided  herein,  indemnify  you and hold you harmless from and against any and
all "Losses" (as defined below) that you may incur by reason of your election or
service as a director,  officer, employee, agent, fiduciary or representative of
the Company or any  "Related  Entity" (as defined  below) to the fullest  extent
permitted by law.

         1. (a) "Losses" means all liabilities, "Costs and Expenses" (as defined
below), amounts of judgments, fines, penalties or excise taxes (or other amounts
assessed, surcharged or levied under the Employee Retirement Income Security Act
of 1974, as amended) and amounts paid in settlement of or incurred in defense of
any settlement in connection  with any threatened,  pending or completed  claim,
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  and  whether  brought  by or in  the  right  of the  Company  or
otherwise,  and  appeals  in  which  you may  become  involved,  as a  party  or
otherwise,  by reason of acts or omissions in your capacity as and while serving
as a director,  officer,  employee,  agent,  fiduciary or  representative of the
Company or any Related Entity.

            (b) A "Related  Entity" means any  corporation,  partnership,  joint
venture,  trust or other entity or enterprise in which the Company is in any way
interested,  or in or as to which you are serving at the Company's request or on
its behalf, as a director, officer, employee, agent, fiduciary or representative
including,  but not limited to, any employee  benefit plan or any corporation of
which  the  Company  or  any  Related  Entity  is,  directly  or  indirectly,  a
stockholder or creditor.

            (c) "Costs and  Expenses"  means all  reasonable  costs and expenses
incurred by you in investigating, defending or appealing any threatened, pending
or completed claim,  action, suit or proceeding  including,  without limitation,
counsel fees and disbursements.

         2. Costs and Expenses shall be paid promptly by the Company as they are
incurred or, at your request,  shall be advanced on your behalf against delivery
of invoices  therefor (prior to an ultimate  determination as to whether you are
entitled  to be  indemnified  by the  Company  on  account  thereof);  provided,
however,  that if it shall ultimately be determined by final decision of a court
of  competent  jurisdiction,  including  the Court



<PAGE>

of Chancery of the state of Delaware (the "Court of Chancery")  that you are not
entitled to be  indemnified  on account of any Costs or  Expenses  for which you
have theretofore received payment or reimbursement,  you shall promptly repay in
full such amount to the Company.

         3. The  Company  shall  indemnify  you and hold you  harmless  from and
against  any  and  all  Losses  that  you may  incur  if you  are a party  to or
threatened  to be made a party to or  otherwise  involved in any  proceeding  or
action  (other than a proceeding  or action by or in the right of the Company to
procure a judgment in its favor),  unless it is determined  that you did not act
in good faith and for a purpose  that you  reasonably  believed to be in, or, in
the case of service to a Related  Entity,  not opposed to, the best interests of
the Company and, in the case of a criminal  proceeding  or action,  in addition,
that you had reasonable cause to believe that your conduct was unlawful.

         4. The  Company  shall  indemnify  you and hold you  harmless  from and
against  any  and  all  Losses  that  you may  incur  if you  are a party  to or
threatened to be made a party to any  proceeding or action by or in the right of
the Company to procure a judgment in its favor, unless it is determined that you
did not act in good faith and for a purpose that you  reasonably  believed to be
in, or, in the case of service to a Related  Entity,  not  opposed  to, the best
interests of the  Company,  except that no  indemnification  for Losses shall be
made under this  Paragraph 4 in respect of (a) any claim,  issue or matter as to
which  you shall  have been  adjudged  to be  liable to the  Company  or (b) any
threatened  or pending  action to which you are a party or are  threatened to be
made a party that is settled or otherwise  disposed  of,  unless and only to the
extent  that the  Court  of  Chancery  or the  court in  which  such  action  or
proceeding was brought shall determine upon application that, in view of all the
circumstances of the matter, you are fairly and reasonably entitled to indemnity
for such expenses as such court shall deem proper.

         5. Anything hereinabove to the contrary notwithstanding, "Losses" shall
not  include,  and you shall  not be  entitled  to  indemnification  under  this
agreement on account of (i) amounts payable by you to the Company or any Related
Entity in  satisfaction  of any judgment or  settlement in the Company's or such
Related  Entity's  favor  (except  amounts  for which you shall be  entitled  to
indemnification  pursuant to Paragraph  4), (ii)  amounts  payable on account of
profits  realized by you in the purchase or sale of securities of the Company or
any  Related  Entity  within  the  meaning of  Section  16(b) of the  Securities
Exchange Act of 1934,  as amended,  or similar  provisions  of state law;  (iii)
Losses in  connection  with which you are not entitled to  indemnification  as a
matter of law or public policy; or (iv) Losses to the extent you are indemnified
by the Company  otherwise than pursuant to this agreement,  including any Losses
for which payment is made to you under an insurance policy.

         6.  Termination of any action,  suit or proceeding by judgment,  order,
settlement or conviction, upon a plea of nolo contendere or its equivalent shall
not, of itself,  create any  presumption  that you did not act in good faith and
for a purpose that you  reasonably  believed to be in or not opposed to the best
interests of the Company or a Related  Entity and,  with respect to any criminal
action or proceeding,  had no reasonable  cause to believe that your conduct was
unlawful.


                                       -2-

<PAGE>

         7. The determination on behalf of the Company that you are not entitled
to be indemnified for Losses hereunder by reason of the provisions of Paragraphs
3 or 4 or clause  (iii) of Paragraph 5 may be made either by (a)  directors  who
are not parties to such  action,  suit or  proceeding,  even through less than a
quorum, (b) by a committee of such directors designated by majority vote of such
directors,  even though less than a quorum,  (c) if there are no such directors,
or if such  directors so direct,  by  independent  legal counsel (who may be the
outside counsel regularly employed by the Company) in a written opinion,  or (d)
the  stockholders  of the Company,  as the  Company's  Board of Directors  shall
determine.  Notwithstanding such determination,  the right to indemnification or
advances  of  Costs  and  Expenses  as  provided  in  this  agreement  shall  be
enforceable by you in a court of competent jurisdiction,  including the Court of
Chancery. The burden of proving that indemnification is not appropriate shall be
on the  Company.  Neither  the failure of the  Company  (including  its Board of
Directors or independent  legal counsel) to have made a  determination  prior to
the  commencement  of  such  action  that   indemnification  is  proper  in  the
circumstances  because you have met the applicable  standard of conduct,  nor an
actual  determination  by the  Company  (including  its  Board of  Directors  or
independent  legal  counsel) that you have not met such  applicable  standard of
conduct shall be a defense to the action or create a  presumption  that you have
not met the  applicable  standard  of  conduct.  Costs and  expenses,  including
counsel  fees,  reasonably  incurred  by you  in  connection  with  successfully
establishing  your right to  indemnification,  in whole or in part,  in any such
action shall also be indemnified by the Company.

         8. You agree to give  prompt  notice to the  Company  of any claim with
respect to which you seek  indemnification  and,  unless a conflict  of interest
shall exist  between you and the Company  with  respect to such claim,  you will
permit  the  Company to assume  the  defense  of such claim with  counsel of its
choice, such counsel to be selected in the Company's sole discretion. Whether or
not such defense is assumed by the  Company,  the Company will not be subject to
any liability for any settlement made without its consent.  The Company will not
consent  to entry of any  judgment  or enter into any  settlement  that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to you a release from all liability with respect to such claim or litigation. If
the Company is not  entitled  to, or does not elect to,  assume the defense of a
claim,  the Company  will not be  obligated to pay the fees and expenses of more
than one counsel for you and any other  directors,  officers or employees of the
Company  who are  indemnified  pursuant  to similar  indemnity  agreements  with
respect to such claim,  unless a conflict of interest  shall exist  between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the Company will be obligated to pay the fees and expenses
of an  additional  counsel for each  indemnified  party or group of  indemnified
parties with whom a conflict of interest exists.

         9. The Company's obligation to indemnify you under this agreement is in
addition to any other rights to which you may otherwise be entitled by operation
of law, vote of the Company's stockholders or directors or otherwise and will be
available  to you  whether or not the claim  asserted  against you is based upon
matters that occurred before the date of this agreement.

                                       -3-

<PAGE>

         10. The  obligation  of the Company to  indemnify  you with  respect to
Losses  that you may incur by reason of your  service  as a  director,  officer,
employee, agent, fiduciary or representative of the Company or a Related Entity,
as provided under this agreement,  shall survive the termination of your service
in such  capacities and shall inure to the benefit of your heirs,  executors and
administrators.

         11. The Company  agrees that, so long as you shall serve as a director,
officer,  employee,  agent,  fiduciary or  representative  of the Company or any
Related  Entity and  thereafter  so long as you shall be subject to any possible
claim or threatened, pending or completed action or proceeding by reason of your
service as a director,  officer, employee, agent, fiduciary or representative of
the Company or any Related  Entity,  the Company shall  purchase and maintain in
effect for your benefit valid, binding and enforceable policies of directors and
officers  liability  insurance ("D & O Insurance"),  covering Losses;  provided,
however,  that the Company  shall not be required to maintain D & O Insurance in
effect if such  insurance is not  reasonably  available or if, in the reasonable
business  judgment of the directors of the Company,  either (i) the premium cost
for such insurance is substantially  disproportionate  to the amount of coverage
or (ii) the coverage provided by such insurance is so limited by exclusions that
there is insufficient benefit from such insurance.

         12.  If  you  are  entitled   under  this  agreement  or  otherwise  to
indemnification  by the Company for some or a portion of the Losses actually and
reasonably incurred by you but not, however,  for the total amount thereof,  the
Company shall nevertheless  indemnify you for the portion of the Losses to which
you are entitled.

         13. It is the intention of the parties to this agreement to provide for
indemnification  in all cases and under all  circumstances  where to do so would
not violate applicable law (and notwithstanding any limitations  permitted,  but
not required by statute) and the terms and provisions of this agreement shall be
interpreted and construed  consistent with that intention.  Nonetheless,  if any
provision of this  agreement or any  indemnification  made under this  agreement
shall  for any  reason  be  determined  by a court  of  competent  jurisdiction,
including the Court of Chancery to be invalid,  unlawful or unenforceable  under
current  or future  laws,  such  provision  shall be fully  severable  and,  the
remaining  provisions of this agreement shall not otherwise be affected thereby,
but shall remain in full force and effect and, to the fullest  extent  possible,
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

         14. This agreement  shall be governed by and  interpreted and construed
in  accordance  with the laws of the State of Delaware,  except that body of law
relating to choice of law.

                                       -4-

<PAGE>
         15. No amendment,  modification,  termination or  cancellation  of this
Agreement  shall be effective  unless in writing  signed by both the Company and
you.

         Your signature  below will evidence your agreement and acceptance  with
respect to the foregoing.


                                       Very truly yours,

                                       THE SOLOMON-PAGE GROUP LTD.


                                       By:______________________________________
                                          Name:     Lloyd Solomon
                                          Title:    Vice Chairman and Chief
                                                    Executive Officer

AGREED TO AND ACCEPTED:



___________________________



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