Exhibit 10.9
                                     FORM OF

                         THE RANDERS GROUP INCORPORATED


                            INDEMNIFICATION AGREEMENT


             This Agreement, made  and entered  into this **  day of  **,
        1997,  ("Agreement"),   by   and  between   The   Randers   Group
        Incorporated, a  Delaware corporation  (the "Company"),  and  ***
        ("Indemnitee"):

             WHEREAS,  highly   competent  persons   are  becoming   more
        reluctant to serve publicly-held corporations as directors or  in
        other  capacities  unless   they  are   provided  with   adequate
        protection through insurance or adequate indemnification  against
        inordinate risks of claims and  actions against them arising  out
        of  their  service   to,  and  activities   on  behalf  of,   the
        corporation;

             WHEREAS,   uncertainties   relating    to   the    continued
        availability  of  adequate   directors  and  officers   liability
        insurance ("D&O  Insurance") and  the uncertainties  relating  to
        indemnification have increased the  difficulty of attracting  and
        retaining such persons;

             WHEREAS, the Board of Directors of the Company (the "Board")
        has determined that  the difficulty in  attracting and  retaining
        such  persons  is  detrimental  to  the  best  interests  of  the
        Company's stockholders and that the Company should act to  assure
        such persons  that  there will  be  increased certainty  of  such
        protection in the future;

             WHEREAS, it  is reasonable,  prudent and  necessary for  the
        Company  contractually  to  obligate  itself  to  indemnify  such
        persons to the fullest extent permitted by applicable law so that
        they will serve or continue to serve the Company free from  undue
        concern that they will not be so indemnified;

             WHEREAS, Indemnitee is willing  to serve, continue to  serve
        and/or to take  on additional  service for  or on  behalf of  the
        Company on the condition that he be so indemnified and that  such
        indemnification be so guaranteed.

             NOW, THEREFORE,  in consideration  of the  premises and  the
        covenants contained herein, the Company and Indemnitee do  hereby
        covenant and agree as follows:

             1.   Services by Indemnitee.   Indemnitee agrees to serve or
        continue to serve as a Director  of the Company.  This  agreement
        shall not impose any obligation on the Indemnitee or the  Company
        to continue the Indemnitee's position with the Company beyond any
        period otherwise applicable.
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             2.   Indemnity.   The  Company shall  indemnify,  and  shall
        advance Expenses  (as  hereinafter  defined)  to,  Indemnitee  as
        provided in this Agreement and to the fullest extent permitted by
        law.

             3.   General.  Indemnitee shall be entitled to the rights of
        indemnification provided in this Section  3 if, by reason of  his
        Corporate  Status  (as  hereinafter   defined),  he  is,  or   is
        threatened to be  made, a  party to any  threatened, pending,  or
        completed  action,   suit,   arbitration,   alternative   dispute
        resolution mechanism,  investigation, administrative  hearing  or
        other  proceeding  whether  civil,  criminal,  administrative  or
        investigative.  Pursuant to this  Section 3, Indemnitee shall  be
        indemnified against  Expenses,  judgments, penalties,  fines  and
        amounts paid in settlement  incurred by him or  on his behalf  in
        connection  with  such  action,  suit,  arbitration,  alternative
        dispute  resolution   mechanism,  investigation,   administrative
        hearing   or   other   proceeding   whether   civil,    criminal,
        administrative or  investigative or  any claim,  issue or  matter
        therein, if he acted in good faith and in a manner he  reasonably
        believed to be  in or not  opposed to the  best interests of  the
        Company, and, with respect to any criminal action or  proceeding,
        had no reasonable cause to believe his conduct was unlawful.

             4.   Proceedings by or in the Right of the Company.   In the
        case of any action  or suit by  or in the  right of the  Company,
        indemnification shall be made  only (i) for  Expenses or (ii)  in
        respect of  any claim,  issue or  matter as  to which  Indemnitee
        shall have been  adjudged to  be liable  to the  Company if  such
        indemnification is permitted by Delaware law; provided,  however,
        that indemnification against Expenses shall nevertheless be  made
        by the Company  in such  event to the  extent that  the Court  of
        Chancery of the  State of Delaware,  or the court  in which  such
        action or  suit shall  have  been brought  or is  pending,  shall
        determine to be proper despite the adjudication of liability  but
        in view of all the circumstances of the case.

             5.   Indemnification for Expenses of  a Party who is  Wholly
        or Partly  Successful.   Notwithstanding any  other provision  of
        this Agreement, to the  extent that Indemnitee  is, by reason  of
        his Corporate Status, a party to and is successful, on the merits
        or otherwise,  in  any  action,  suit,  arbitration,  alternative
        dispute  resolution   mechanism,  investigation,   administrative
        hearing   or   other   proceeding   whether   civil,    criminal,
        administrative or investigative, he shall be indemnified  against
        all Expenses  incurred by  him  or on  his behalf  in  connection
        therewith.   If  Indemnitee  is  not  wholly  successful  but  is
        successful, on the  merits or otherwise,  as to one  or more  but
        less than all  claims, issues  or matters in  such action,  suit,
        arbitration,   alternative    dispute    resolution    mechanism,
        investigation, administrative hearing or other proceeding whether
        civil, criminal,  administrative  or investigative,  the  Company
        shall indemnify Indemnitee against  all Expenses incurred by  him
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        or on his  behalf in connection  with each successfully  resolved
        claim, issue or matter.  For purposes of this Section and without
        limitation, the  termination of  any claim,  issue or  matter  by
        dismissal, or  withdrawal, with  or without  prejudice, shall  be
        deemed to  be a  successful result  as to  such claim,  issue  or
        matter.

             6.   Advance of  Expenses.   The Company  shall advance  all
        Expenses incurred by  or on  behalf of  Indemnitee in  connection
        with  any   action,   suit,  arbitration,   alternative   dispute
        resolution mechanism,  investigation, administrative  hearing  or
        any other proceeding whether  civil, criminal, administrative  or
        investigative within twenty  (20) days after  the receipt by  the
        Company of a statement  or statements from Indemnitee  requesting
        such advance or advances from time  to time, whether prior to  or
        after  final  disposition  of  such  action,  suit,  arbitration,
        alternative   dispute   resolution   mechanism,    investigation,
        administrative hearing  or any  other proceeding  whether  civil,
        criminal, administrative  or  investigative.  Such  statement  or
        statements shall  reasonably evidence  the Expenses  incurred  by
        Indemnitee and shall include or be preceded or accompanied by  an
        undertaking by or on behalf  of Indemnitee to repay any  Expenses
        advanced if it shall ultimately be determined that Indemnitee  is
        not entitled  to  be  indemnified against  such  Expenses,  which
        undertaking shall  be accepted  by or  on behalf  of the  Company
        without reference to the financial ability of Indemnitee to  make
        repayment.

             7.   Procedure   for   Determination   of   Entitlement   to
        Indemnification.

             (a)  To  obtain   indemnification  under   this   Agreement,
        Indemnitee  shall  submit  to  the  Company  a  written  request,
        including therein or therewith such documentation and information
        as is  reasonably  available  to  Indemnitee  and  is  reasonably
        necessary to determine whether and  to what extent Indemnitee  is
        entitled to indemnification.  The Secretary of the Company shall,
        promptly upon  receipt of  such  a request  for  indemnification,
        advise  the  Board  in  writing  that  Indemnitee  has  requested
        indemnification.

             (b)  Upon written request by Indemnitee for  indemnification
        pursuant to Section 7(a) hereof, a determination, if required  by
        applicable law, with respect to Indemnitee's entitlement  thereto
        shall be made in  the specific case: (i)  if a Change in  Control
        (as hereinafter  defined)  shall have  occurred,  by  Independent
        Counsel (as  hereinafter defined)  in a  written opinion  to  the
        Board, a copy of which  shall be delivered to Indemnitee  (unless
        Indemnitee shall request that such  determination be made by  the
        Board or the Stockholders, in which case the determination  shall
        be made in the manner provided  below in clauses (ii) or  (iii));
        (ii) if a Change of Control  shall not have occurred, (A) by  the
        Board by a majority vote of a quorum consisting of  Disinterested
        Directors (as hereinafter  defined), or  (B) if a  quorum of  the
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        Board consisting of Disinterested Directors is not obtainable or,
        even if  obtainable, such  quorum of  Disinterested Directors  so
        directs, by  Independent  Counsel in  a  written opinion  to  the
        Board, a copy of which shall be delivered to Indemnitee or (C) by
        the Stockholders of the Company; or (iii) as provided in  Section
        8(b) of  this  Agreement;  and,  if  it  is  so  determined  that
        Indemnitee is entitled to indemnification, payment to  Indemnitee
        shall be  made within  ten (10)  days after  such  determination.
        Indemnitee shall  cooperate with  the person,  persons or  entity
        making  such   determination   with   respect   to   Indemnitee's
        entitlement  to  indemnification,  including  providing  to  such
        person, persons  or entity  upon reasonable  advance request  any
        documentation or information that is not privileged or  otherwise
        protected from  disclosure and  that is  reasonably available  to
        Indemnitee and reasonably necessary  to such determination.   Any
        costs or expenses (including  attorneys' fees and  disbursements)
        incurred by Indemnitee in  so cooperating shall  be borne by  the
        Company (irrespective  of the  determination as  to  Indemnitee's
        entitlement  to   indemnification)   and   the   Company   hereby
        indemnifies and agrees to hold Indemnitee harmless therefrom.

             (c)  In  the  event  the  determination  of  entitlement  to
        indemnification is to be made by Independent Counsel pursuant  to
        Section 7(b) of this Agreement, the Independent Counsel shall  be
        selected as  provided in  this  Section 7(c).    If a  Change  of
        Control shall not have occurred, the Independent Counsel shall be
        selected by the Board, and the Company shall give written  notice
        to Indemnitee advising  him of  the identity  of the  Independent
        Counsel so selected.  If a Change of Control shall have occurred,
        the Independent Counsel shall  be selected by Indemnitee  (unless
        Indemnitee shall  request  that such  selection  be made  by  the
        Board, in which  event the preceding  sentence shall apply),  and
        Indemnitee shall give written notice  to the Company advising  it
        of the  identity of  the  Independent Counsel  so selected.    In
        either event, Indemnitee or the Company, as the case may be, may,
        within 7 days after such  written notice of selection shall  have
        been given, deliver to the Company or to Indemnitee, as the  case
        may be, 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" as  defined in  Section 14  of this  Agreement, and  the
        objection shall set forth with particularity the factual basis of
        such  assertion.    If  such  written  objection  is  made,   the
        Independent Counsel  so selected  may  not serve  as  Independent
        Counsel unless  and  until  a  court  has  determined  that  such
        objection is without  merit. If,  within twenty  (20) days  after
        submission by Indemnitee of a written request for indemnification
        pursuant to  Section 7(a)  hereof, no  Independent Counsel  shall
        have been selected or if  selected, shall have been objected  to,
        in accordance  with  this Section  7(c),  either the  Company  or
        Indemnitee may petition  the Court  of Chancery of  the State  of
        Delaware or other court of competent jurisdiction for  resolution
        of any objection  which shall have  been made by  the Company  or
        Indemnitee to the other's selection of independent counsel and/or
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        for the appointment as independent  counsel of a person  selected
        by the  Court  or  by  such  other  person  as  the  Court  shall
        designate, and the person  with respect to  whom an objection  is
        favorably resolved  or  the  person so  appointed  shall  act  as
        Independent Counsel under Section 7(b) hereof.  The Company shall
        pay reasonable fees and expenses of Independent Counsel  incurred
        by such Independent Counsel in connection with acting pursuant to
        Section  7(b)  hereof.    The  Company  shall  pay  any  and  all
        reasonable fees and expenses incident  to the procedures of  this
        Section 7(c), regardless of the manner in which such  Independent
        Counsel was selected or appointed.  Upon the due commencement  of
        any  judicial  proceeding  or  arbitration  pursuant  to  Section
        9(a)(iii)  of  this  Agreement,  Independent  Counsel  shall   be
        discharged and  relieved of  any further  responsibility in  such
        capacity (subject  to the  applicable standards  of  professional
        conduct then prevailing).

             8.   Presumptions and Effect of Certain Proceedings.

             (a)  If a Change of Control shall have occurred, in making a
        determination with  respect  to  entitlement  to  indemnification
        hereunder,  the   person,   persons   or   entity   making   such
        determination  shall  presume  that  Indemnitee  is  entitled  to
        indemnification under this Agreement if Indemnitee has  submitted
        a request for indemnification in accordance with Section 7(a)  of
        this Agreement, and the Company shall have the burden of proof to
        overcome that presumption  in connection with  the making by  any
        person, persons or entity of  any determination contrary to  that
        presumption.

             (b)  If the person, persons or entity empowered or  selected
        under Section 7 of this Agreement to determine whether Indemnitee
        is  entitled  to  indemnification   shall  not  have  made   such
        determination within sixty (60) days after receipt by the Company
          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,  absent
        (i) a  misstatement  by Indemnitee  of  a material  fact,  or  an
        omission of  a  material  fact  necessary  to  make  Indemnitee's
        statement not  materially  misleading,  in  connection  with  the
        request for  indemnification,  or  (ii)  a  prohibition  of  such
        indemnification under  applicable  law; provided,  however,  that
        such 60-day period may be extended for a reasonable time, not  to
        exceed an additional thirty (30) days, if the person, persons  or
        entity making the  determination with respect  to entitlement  to
        indemnification in good faith  requires such additional time  for
        the obtaining or evaluating  of documentation and/or  information
        relating thereto;  and  provided,  further,  that  the  foregoing
        provisions of  this  Section 8(b)  shall  not apply  (i)  if  the
        determination of entitlement to indemnification is to be made  by
        the stockholders pursuant to Section  7(b) of this Agreement  and
        if (A) within fifteen (15) days  after receipt by the Company  of
        the request  for such  determination the  Board has  resolved  to
        submit  such  determination   to  the   stockholders  for   their
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        consideration at  an annual  meeting thereof  to be  held  within
        seventy-five (75) days after such receipt and such  determination
        is made  thereat, or  (B) a  special meeting  of stockholders  is
        called within  fifteen  (15)  days after  such  receipt  for  the
        purpose of making  such determination, such  meeting is held  for
        such purpose within sixty (60)  days after having been so  called
        and  such  determination  is  made   thereat,  or  (ii)  if   the
        determination of entitlement to indemnification is to be made  by
        Independent Counsel pursuant to Section 7(b) of this Agreement.

             (c)  The  termination  of  any  action,  suit,  arbitration,
        alternative   dispute   resolution   mechanism,    investigation,
        administrative  hearing  or   other  proceeding  whether   civil,
        criminal, administrative or investigative or of any claim,  issue
        or 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 which he reasonably believed to
        be in or  not opposed to  the best interests  of the Company  or,
        with  respect  to  any   criminal  action  or  proceeding,   that
        Indemnitee had reasonable cause to  believe that his conduct  was
        unlawful.

             9.   Remedies of Indemnitee.

             (a)  In the event that (i) a determination is made  pursuant
        to Section 7 of this Agreement that Indemnitee is not entitled to
        indemnification  under  this   Agreement,  (ii)  advancement   of
        Expenses is  not  timely  made  pursuant to  Section  6  of  this
        Agreement,   (iii)   the   determination   of   entitlement    to
        indemnification is to be made by Independent Counsel pursuant  to
        Section 7(b) of this Agreement  and such determination shall  not
        have been made and delivered  in a written opinion within  ninety
        (90) days  after  receipt  by  the Company  of  the  request  for
        indemnification, (iv)  payment  of indemnification  is  not  made
        pursuant to  Section 5  of this  Agreement within  ten (10)  days
        after receipt by the  Company of a  written request therefor,  or
        (v) payment of indemnification is  not made within ten (10)  days
        after a determination has been  made that Indemnitee is  entitled
        to indemnification or such determination  is deemed to have  been
        made pursuant to Section 8 of this Agreement, Indemnitee shall be
        entitled to an adjudication in an appropriate court of the  State
        of Delaware, or in any other court of competent jurisdiction,  of
        his  entitlement  to  such  indemnification  or  advancement   of
        Expenses.  Alternatively, Indemnitee, at his option, may seek  an
        award in  arbitration  to be  conducted  by a  single  arbitrator
        pursuant to the  rules of the  American Arbitration  Association.
        Indemnitee shall commence such proceeding seeking an adjudication
        or an award in arbitration  within one hundred eighty (180)  days
        following the date  on which  Indemnitee first has  the right  to
        commence such  proceeding pursuant  to this  Section 9(a).    The
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        Company shall  not oppose  Indemnitee's right  to seek  any  such
        adjudication or award in arbitration.

             (b)  In the event that a determination shall have been  made
        pursuant to Section 7  of this Agreement  that Indemnitee is  not
        entitled  to   indemnification,   any  judicial   proceeding   or
        arbitration  commenced  pursuant  to  this  Section  9  shall  be
        conducted in all respects as a  de novo  trial, or arbitration, 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 or  arbitration  commenced
        pursuant to this Section 9 the  Company shall have the burden  of
        proving that  Indemnitee is  not entitled  to indemnification  or
        advancement of Expenses, as the case may be.

             (c)  If a determination  shall have been  made or deemed  to
        have been made pursuant to Section 7 or 8 of this Agreement  that
        Indemnitee is entitled to  indemnification, the Company shall  be
        bound  by  such  determination  in  any  judicial  proceeding  or
        arbitration commenced pursuant  to this Section  9, absent (i)  a
        misstatement by Indemnitee of a material fact, or an omission  of
        a material  fact necessary  to  make Indemnitee's  statement  not
        materially  misleading,  in  connection  with  the  request   for
        indemnification, or (ii)  a prohibition  of such  indemnification
        under applicable law.

             (d)  The Company shall  be precluded from  asserting in  any
        judicial proceeding  or arbitration  commenced pursuant  to  this
        Section 9 that the procedures and presumptions of this  Agreement
        are not valid, binding and enforceable and shall stipulate in any
        such court  or before  any such  arbitrator that  the Company  is
        bound by all the provisions of this Agreement.

             (e)  In the event that Indemnitee, pursuant to this  Section
        9, seeks a judicial adjudication of or an award in arbitration to
        enforce his rights under,  or to recover  damages for breach  of,
        this Agreement, Indemnitee shall be entitled to recover from  the
        Company, and shall be indemnified by the Company against, any and
        all expenses  (of  the  types  described  in  the  definition  of
        Expenses in Section 14 of this Agreement) actually and reasonably
        incurred by him in such judicial adjudication or arbitration, but
        only if he prevails  therein. If it shall  be determined in  said
        judicial adjudication or arbitration that Indemnitee is  entitled
        to receive part but not all of the indemnification or advancement
        of expenses  sought,  the  expenses  incurred  by  Indemnitee  in
        connection with such judicial  adjudication or arbitration  shall
        be appropriately prorated.

             10.  Security.  To  the extent requested  by the  Indemnitee
        and approved by the Board, the  Company may at any time and  from
        time to time provide security to the Indemnitee for the Company's
        obligations hereunder through an irrevocable bank line of credit,
        funded trust  or  other  collateral.   Any  such  security,  once
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        provided to  the  Indemnitee,  may not  be  revoked  or  released
        without the prior written consent of Indemnitee.

             11.  Non-Exclusivity;  Duration  of  Agreement;   Insurance;
        Subrogation.

             (a)  The  rights   of   indemnification   and   to   receive
        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  under  applicable law,  the  Company's
        certificate of incorporation or  by-laws, any other agreement,  a
        vote of stockholders or a resolution of directors, or  otherwise.
        This Agreement shall continue until and terminate upon the  later
        of: (a) ten (10) years after the date that Indemnitee shall  have
        ceased to serve as a Director of the Company or fiduciary of  any
        other corporation,  partnership, joint  venture, trust,  employee
        benefit plan or other enterprise  which Indemnitee served at  the
        request of  the Company;  or  (b) the  final termination  of  all
        pending  actions,   suits,  arbitrations,   alternative   dispute
        resolution mechanisms, investigations, administrative hearings or
        other proceedings  whether  civil,  criminal,  administrative  or
        investigative in respect of which Indemnitee is granted rights of
        indemnification or advancement of  expenses hereunder and of  any
        proceeding commenced by Indemnitee pursuant to Section 9 of  this
        Agreement relating thereto.  This Agreement shall be binding upon
        the Company and its successors and assigns and shall inure to the
        benefit   of   Indemnitee   and   his   heirs,   executors    and
        administrators.

             (b)  To the extent that the Company maintains D&O Insurance,
        Indemnitee shall be covered by  such D&O Insurance in  accordance
        with its terms to  the maximum extent  of the coverage  available
        for any Director under such policy or policies.

             (c)  In the event of any  payment under this Agreement,  the
        Company shall be subrogated to the extent of such payment to  all
        of the rights of  recovery of Indemnitee,  who shall execute  all
        papers required  and take  all action  necessary to  secure  such
        rights, including execution of such documents as are necessary to
        enable the Company to bring suit to enforce such rights.

             (d)  The Company shall not be liable under this Agreement to
        make any payment of amounts otherwise indemnifiable hereunder  if
        and to the extent that Indemnitee has otherwise actually received
        such payment under any  insurance policy, contract, agreement  or
        otherwise.

             12.  Severability;  Reformation.    If   any  provision  or
        provisions of this Agreement shall be held to be invalid, illegal
        or unenforceable for  any reason whatsoever:   (a) the  validity,
        legality and enforceability of  the remaining provisions of  this
        Agreement (including  without  limitation, each  portion  of  any
        Section of this Agreement containing  any such provision held  to
        be invalid, illegal or unenforceable, that is not itself invalid,
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                                        9


        illegal or unenforceable)  shall not  in any way  be affected  or
        impaired thereby; and  (b) to  the fullest  extent possible,  the
        provisions of this Agreement (including, without limitation, each
        portion of  any Section  of this  Agreement containing  any  such
        provision held to be invalid,  illegal or unenforceable, that  is
        not itself invalid, illegal or unenforceable) shall be  construed
        so as to give  effect to the intent  manifested by the  provision
        held invalid, illegal or unenforceable.

             13.  Exception to Right of Indemnification or Advancement of
        Expenses.  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
        action, suit  or proceeding,  or  any claim  therein,  initiated,
        brought or made by him (i)  against the Company, unless a  Change
        in Control shall have occurred, or (ii) against any person  other
        than the Company, unless approved in advance by the Board.

             14.  Definitions.  For purposes of this Agreement:

             (a)  "Change in Control"  means a change  in control of  the
             Company of a nature that would be required to be reported in
             response to Item 5(f) of Schedule 14A of Regulation 14A  (or
             in response to any similar  item on any similar schedule  or
             form) promulgated under the Securities Exchange Act of  1934
             (the "Act"), whether or not  the Company is then subject  to
             such reporting requirement; provided, however, that, without
             limitation, such a Change in Control shall be deemed to have
             occurred if  (i)  any "person"  (as  such term  is  used  in
             Section 13(d)  and  14(d) of  the  Act) is  or  becomes  the
             "beneficial owner" (as defined in Rule 13d-3 under the Act),
             directly  or  indirectly,  of  securities  of  the   Company
             representing 20% or more of the combined voting power of the
             Company's then  outstanding  securities  without  the  prior
             approval of at least two-thirds of the members of the  Board
             in office immediately  prior to such  person attaining  such
             percentage interest;  (ii)  the  Company 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 in  office immediately prior  to
             such transaction or event constitute less than a majority of
             the Board  thereafter; or  (iii) during  any period  of  two
             consecutive years, individuals who at the beginning of  such
             period constituted the Board (including for this purpose any
             new director whose  election or nomination  for election  by
             the Company's  stockholders 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.

             (b)  "Corporate Status" describes the status of a person who
             is or was or has agreed to become a director of the Company,
             or is or was  an officer or fiduciary  of the Company or  of
             any other  corporation, partnership,  joint venture,  trust,
PAGE
<PAGE>
                                       10


             employee benefit plan or other enterprise which such  person
             is or was serving at the request of the Company.

             (c)  "Disinterested  Director"  means  a  director  of   the
             Company who is not and was not a party to the action,  suit,
             arbitration,  alternative   dispute  resolution   mechanism,
             investigation,   administrative   hearing   or   any   other
             proceeding  whether  civil,   criminal,  administrative   or
             investigative in respect of which indemnification is  sought
             by Indemnitee.

             (d)  "Expenses"  shall  include  all  reasonable  attorneys'
             fees, retainers,  court  costs, transcript  costs,  fees  of
             experts, 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 or investigating
             an action, suit, arbitration, alternative dispute resolution
             mechanism,  investigation,  administrative  hearing  or  any
             other proceeding whether civil, criminal, administrative  or
             investigative.

             (e)  "Independent Counsel" means a law firm, or a member  of
             a law firm,  that is experienced  in matters of  corporation
             law and neither currently is, nor in the past five years has
             been, retained to represent:  (i) the Company or  Indemnitee
             in any  matter material  to either  such party  or (ii)  any
             other party to  the action,  suit, arbitration,  alternative
             dispute resolution mechanism, investigation,  administrative
             hearing or  any other  proceeding whether  civil,  criminal,
             administrative or investigative giving  rise to a claim  for
             indemnification hereunder.   Notwithstanding the  foregoing,
             the term "Independent Counsel" shall not include any  person
             who, under the applicable standards of professional  conduct
             then prevailing,  would  have  a  conflict  of  interest  in
             representing either the Company  or Indemnitee in an  action
             to determine Indemnitee's Rights under this Agreement.

             15.  Headings.   The  headings  of the  paragraphs  of  this
        Agreement are  inserted for  convenience only  and shall  not  be
        deemed to  constitute part  of this  Agreement or  to affect  the
        construction thereof.

             16.  Modification and Waiver.  This Agreement may be amended
        from time to time to reflect changes in Delaware law or for other
        reasons.   No  supplement,  modification  or  amendment  of  this
        Agreement shall be binding unless executed in writing by both  of
        the parties hereto.  No waiver  of any of the provisions of  this
        Agreement shall be  deemed or  shall constitute a  waiver of  any
        other provision hereof  (whether or not  similar) nor shall  such
        waiver constitute a continuing waiver.
PAGE
<PAGE>


                                       11


             17.  Notice by Indemnitee.   Indemnitee  agrees promptly  to
        notify the Company in writing upon being served with any summons,
        citation, subpoena, complaint,  indictment, information or  other
        document  relating  to  any  matter  which  may  be  subject   to
        indemnification or  advancement  of Expenses  covered  hereunder;
        provided, however, that the failure to give any such notice shall
        not disqualify the indemnitee from indemnification hereunder.

             18.  Notices.   All  notices, requests,  demands  and  other
        communications hereunder shall be in writing and shall be  deemed
        to have been duly  given if (i) delivered  by hand and  receipted
        for by the party to whom said notice or other communication shall
        have been directed,  or (ii)  mailed by  certified or  registered
        mail with postage prepaid,  on the third  business day after  the
        date on which it is so mailed:
PAGE
<PAGE>
                                       12


                  (a) If to Indemnitee, to:     The address shown beneath
                                                his or her signature on
                                                the last page hereof

                  (b) If to the Company, to:    The Randers Group Incorporated
                                                c/o Thermo Electron Corporation
                                                81 Wyman Street
                                                P.O. Box 9046
                                                Waltham, MA 02254-9046
                                                Attn: Corporate Secretary

        or to such other address as may have been furnished to Indemnitee
        by the Company or to the  Company by Indemnitee, as the case  may
        be.

             19.  Governing Law.    The parties  agree that this Agreement
        shall be governed  by, and construed  and enforced in  accordance
        with, the laws of the State of Delaware.

             IN WITNESS WHEREOF,  the parties hereto  have executed  this
        Agreement on the day and year first above written.

        Attest:                         THE RANDERS GROUP INCORPORATED



        By:                              By:

           Sandra L. Lambert               Emil C. Herkert
           Secretary                       Chief Executive Officer


                                        INDEMNITEE



                                        Address: