INDEMNIFICATION AGREEMENT



                FOR VALUE RECEIVED, receipt of which is hereby 
        
        acknowledged, and for other good and valuable consideration, the 
        
        undersigned hereby agrees forever to indemnify and hold harmless 
        
        ____________________ from and against any and all claims, suits, 
        
        damage or damages and/or loss or losses and/or action or actions 
        
        of any kind as the result of and arising out of 
        
        _________________________________________________________________
        
        ___________________________________________.


        Dated:



         ______________________________    _____________________________
         Witness



                                                        Form  615