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Indemnification Agreement - Ritz Interactive Inc.

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                            INDEMNIFICATION AGREEMENT

      This Indemnification Agreement (the "AGREEMENT") is entered into as of
_______ __, 2005, by and among Ritz Interactive, Inc., a Delaware corporation
(the "COMPANY") and the undersigned party (the "INDEMNITEE").

                                    RECITALS

A.    Indemnitee, as an officer and/or director of the Company, performs
      valuable services in such capacity for the Company.

B.    In order to induce the Indemnitee to continue to serve as a director
      and/or an officer of the Company, the Company has determined and agreed to
      enter into this contract with the Indemnitee.

      NOW, THEREFORE, in consideration of the Indemnitee's continued service as
an officer and/or director after the date hereof, the parties hereto agree as
follows:

1.    Indemnification.

      a.    Indemnification of Expenses. The Company shall indemnify and hold
            harmless the Indemnitee (including the Indemnitee's spouse, heirs,
            estate, executor or personal or legal representatives) and each
            person who controls the Indemnitee or who may be liable within the
            meaning of Section 15 of the Securities Act of 1933, as amended (the
            "SECURITIES ACT"), or Section 20 of the Securities Exchange Act of
            1934, as amended (the "EXCHANGE ACT"), to the fullest extent
            permitted by law, if the Indemnitee was or is or becomes a party to
            or witness or other participant in, or is threatened to be made a
            party to or witness or other participant in, any threatened, pending
            or completed action, suit, proceeding or alternative dispute
            resolution mechanism, or any hearing, inquiry or investigation that
            the Indemnitee believes might lead to the institution of any such
            action, suit, proceeding or alternative dispute resolution
            mechanism, whether civil, criminal, administrative, investigative or
            other (hereinafter a "CLAIM") by reason of (or arising in part out
            of) any event or occurrence related to the fact that the Indemnitee
            is or was a director, officer, employee, controlling person, agent
            or fiduciary of the Company, or any direct or indirect subsidiary of
            the Company or any direct or indirect parent of the Company, or is
            or was serving at the request of the Company as a director, officer,
            employee, controlling person, agent or fiduciary of another
            corporation, partnership, joint venture, trust or other enterprise,
            or by reason of any action or inaction on the part of the Indemnitee
            while serving in such capacity including, without limitation, any
            and all losses, claims, damages, expenses and liabilities, joint or
            several (including any investigation, legal and other expenses
            incurred in connection with, and any amount paid in settlement of,
            any action, suit, proceeding or any claim asserted) under the
            Securities Act, the Exchange Act or other federal or state statutory
            law or regulation, at common law or otherwise, that relate directly
            or indirectly to the registration, purchase, sale or ownership of
            any securities of the Company or to any fiduciary obligation owed


<PAGE>

            with respect thereto (hereinafter an "INDEMNIFICATION EVENT")
            against any and all expenses (including attorneys' fees and all
            other costs, expenses and obligations incurred in connection with
            investigating, defending, serving as a witness in or participating
            in (including on appeal), or preparing to defend, be a witness in or
            participate in, any such action, suit, proceeding, alternative
            dispute resolution mechanism, hearing, inquiry or investigation),
            judgments, fines, penalties and amounts paid in settlement (if such
            settlement is approved in advance by the Company, which approval
            shall not be unreasonably withheld or delayed) of such Claim, and
            any federal, state, local or foreign taxes imposed on the Indemnitee
            as a result of the actual or deemed receipt of any payments under
            this Agreement, and all interest, assessments and other charges paid
            or payable thereon or in respect thereto (collectively, hereinafter
            "EXPENSES"). Except as set forth below in SECTION 1(b), such payment
            of Expenses shall be made by the Company as soon as practicable but
            in any event no later than five (5) days after written demand by the
            Indemnitee therefor is presented to the Company.

      b.    Reviewing Party. Notwithstanding the foregoing, (i) the obligations
            of the Company under SECTION 1(a) and SECTION 2(a) shall be subject
            to the condition that the Reviewing Party (as described in SECTION
            10(e) hereof) shall not have determined (in a written opinion, in
            any case in which the Independent Legal Counsel referred to in
            SECTION 10(d) hereof is involved) that the Indemnitee would not be
            permitted to be indemnified under the terms of this Agreement or
            applicable law and communicates this in writing to the Indemnitee,
            and (ii) the Indemnitee acknowledges and agrees that the obligation
            of the Company to make an advance payment of Expenses to the
            Indemnitee pursuant to SECTION 1(a) and SECTION 2(a) (an "EXPENSE
            ADVANCE") shall be subject to the condition that, if, when and to
            the extent that the Reviewing Party determines that the Indemnitee
            would not be permitted to be so indemnified under applicable law,
            the Company shall be entitled to be reimbursed by the Indemnitee
            (who hereby agrees to reimburse the Company) for all such amounts
            theretofore paid; provided, however, that if the Indemnitee has
            commenced or thereafter commences legal proceedings in a court of
            competent jurisdiction to secure a determination that the Indemnitee
            should be indemnified under applicable law, any determination made
            by the Reviewing Party that the Indemnitee would not be permitted to
            be indemnified under applicable law shall not be binding and the
            Indemnitee shall not be required to reimburse the Company for any
            Expense Advance until a final judicial determination is made with
            respect thereto (as to which all rights of appeal therefrom have
            been exhausted or lapsed). The Indemnitee's obligation to reimburse
            the Company for any Expense Advance shall be unsecured and no
            interest shall be charged thereon.

            If there has not been a Change in Control (as defined in SECTION
            10(c) hereof), the Reviewing Party shall be selected by the Board of
            Directors or similar governing body of the Company, and if there has
            been such a Change in Control (other than a Change in Control that
            has been approved by a majority of the Company's Board of Directors
            or similar governing body who were in office immediately


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<PAGE>

            prior to such Change in Control), the Reviewing Party shall be the
            Independent Legal Counsel referred to in SECTION 10(d) hereof.

            If there has been no determination by the Reviewing Party within
            thirty (30) days after a written demand for indemnification has been
            presented to the Company by the Indemnitee or if the Reviewing Party
            determines that the Indemnitee substantively would not be permitted
            to be indemnified in whole or in part under the terms of this
            Agreement or applicable law and the Reviewing Party notifies the
            Indemnitee in writing of such determination, then the Indemnitee
            shall have the right to commence litigation seeking an initial
            determination by the court or challenging any such determination by
            the Reviewing Party or any aspect thereof, including the legal or
            factual bases therefor, and the Company hereby consents to service
            of process and to appear in any such proceeding.

            Any determination by the Reviewing Party otherwise shall be
            conclusive and binding on the Company and the Indemnitee.

      c.    Contribution. If the indemnification provided for in SECTION 1(a)
            above for any reason is held by a court of competent jurisdiction to
            be unavailable to the Indemnitee in respect of any losses, claims,
            damages, expenses or liabilities referred to therein, then the
            Company, in lieu of indemnifying the Indemnitee thereunder, shall
            contribute to the amount paid or payable by the Indemnitee as a
            result of such losses, claims, damages, expenses or liabilities (i)
            in such proportion as is appropriate to reflect the relative
            benefits received by the Company and the Indemnitee, or (ii) if the
            allocation provided by CLAUSE (i) above is not permitted by
            applicable law, in such proportion as is appropriate to reflect not
            only the relative benefits referred to in CLAUSE (i) above but also
            the relative fault of the Company and the Indemnitee in connection
            with the action or inaction that resulted in such losses, claims,
            damages, expenses or liabilities, as well as any other relevant
            equitable considerations. In connection with any registration of the
            Company's securities, the relative benefits received by the Company
            and the Indemnitee shall be deemed to be in the same respective
            proportions that the net proceeds from the offering (before
            deducting expenses) received by the Company and the Indemnitee, in
            each case as set forth in the table on the cover page of the
            applicable prospectus, bear to the aggregate public offering price
            of the securities so offered. The relative fault of the Company and
            the Indemnitee shall be determined by reference to, among other
            things, whether the untrue or alleged untrue statement of a material
            fact or the omission or alleged omission to state a material fact
            relates to information supplied by the Company or the Indemnitee and
            the parties' relative intent, knowledge, access to information and
            opportunity to correct or prevent such statement or omission.

            The Company and the Indemnitee agree that it would not be just and
            equitable if contribution pursuant to this SECTION 1(c) were
            determined by pro rata or per capita allocation or by any other
            method of allocation that does not take account of the equitable
            considerations referred to in the immediately preceding paragraph.
            In connection with any registration of the Company's securities, in
            no


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<PAGE>

            event shall the Indemnitee be required to contribute any amount
            under this SECTION 1(c) in excess of the lesser of: (i) that
            proportion of the total of such losses, claims, damages or
            liabilities that are indemnified against, equal to the proportion of
            the total securities sold under such registration statement that is
            being sold by the Indemnitee or (ii) the proceeds received by the
            Indemnitee from its sale of securities under such registration
            statement. No person found guilty of fraudulent misrepresentation
            (within the meaning of Section 11(f) of the Securities Act) shall be
            entitled to contribution from any person who was not found guilty of
            such fraudulent misrepresentation.

      d.    Survival Regardless of Investigation. The indemnification and
            contribution provided for in this SECTION 1 will remain in full
            force and effect regardless of any investigation made by or on
            behalf of the Indemnitee or the spouse, estate, heirs or personal or
            legal representative of the Indemnitee.

      e.    Change in Control. The Company agrees that if there is a Change in
            Control of the Company (other than a Change in Control that has been
            approved by a majority of the Company's Board of Directors or
            similar governing body who were in office immediately prior to such
            Change in Control) then, with respect to all matters thereafter
            arising concerning the rights of the Indemnitee to payments of
            Expenses under this Agreement or any other agreement or under the
            Company's charter documents as now or hereafter in effect,
            Independent Legal Counsel (as defined in SECTION 10(d) hereof) shall
            be selected by the Indemnitee and approved by the Company (which
            approval shall not be unreasonably withheld or delayed). Such
            counsel, among other things, shall, within thirty (30) days after a
            written demand for indemnification has been presented to the Company
            by the Indemnitee, render its written opinion to the Company and the
            Indemnitee as to whether and to what extent the Indemnitee would be
            permitted to be indemnified under the terms of this Agreement or
            applicable law. The Company agrees to abide by such opinion and to
            pay the reasonable fees of the Independent Legal Counsel referred to
            above and to fully indemnify such counsel against any and all
            expenses (including attorneys' fees), claims, liabilities and
            damages arising out of or relating to this Agreement or its
            engagement pursuant hereto.

      f.    Mandatory Payment of Expenses. Notwithstanding any other provision
            of this Agreement, to the extent that the Indemnitee has been
            successful on the merits or otherwise, including, without
            limitation, the dismissal of an action without prejudice, in the
            defense of any action, suit, proceeding, inquiry or investigation
            referred to in SECTION 1(a) hereof or in the defense of any claim,
            issue or matter therein, the Indemnitee shall be indemnified against
            all Expenses incurred by the Indemnitee in connection herewith.

2.    Expenses; Indemnification Procedure.

      a.    Advancement of Expenses. Subject to SECTION 1(b), the Company shall
            advance all Expenses incurred by the Indemnitee as soon as
            practicable but in any event no


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<PAGE>

            later than five (5) days after written demand by the Indemnitee
            therefor to the Company.

      b.    Notice/Cooperation by the Indemnitee. The Indemnitee shall give the
            Company notice in writing as soon as practicable of any Claim made
            against the Indemnitee for which indemnification will or could be
            sought under this Agreement. Notice to the Company shall be directed
            to the Chief Executive Officer of the Company (the "CEO") at the
            Company's address (or such other address as the Company shall
            designate in writing to the Indemnitee). The CEO shall, promptly
            upon receipt of such a request for indemnification, advise the
            Company's Board of Directors in writing that Indemnitee has
            requested indemnification. In addition, Indemnitee shall give the
            Company such information and cooperation as it may reasonably
            require and as shall be within Indemnitee's power. The omission to
            so notify the Company will not relieve it from any liability which
            it may have to Indemnitee other than under this Agreement

      c.    No Presumptions; Burden of Proof. For purposes of this Agreement,
            the termination of any Claim by judgment, order, settlement (whether
            with or without court approval) or conviction, or upon a plea of
            nolo contendere, or its equivalent, shall not create a presumption
            that the Indemnitee did not meet any particular standard of conduct
            or have any particular belief or that a court has determined that
            indemnification is not permitted by applicable law. In addition,
            neither the failure of the Reviewing Party to have made a
            determination as to whether the Indemnitee has met any particular
            standard of conduct or had any particular belief, nor an actual
            determination by the Reviewing Party that the Indemnitee has not met
            such standard of conduct or did not have such belief, prior to the
            commencement of legal proceedings by the Indemnitee to secure a
            judicial determination that the Indemnitee should be indemnified
            under applicable law, shall be a defense to the Indemnitee's claim
            or create a presumption that the Indemnitee has not met any
            particular standard of conduct or did not have any particular
            belief. In connection with any determination by the Reviewing Party
            or otherwise as to whether the Indemnitee is entitled to be
            indemnified hereunder, the burden of proof shall be on the Company
            to establish that the Indemnitee is not so entitled.

      d.    Notice to Insurers. If, at the time of the receipt by the Company of
            a notice of a Claim pursuant to SECTION 2(b) hereof, the Company has
            liability insurance in effect that may cover such Claim, the Company
            shall give prompt notice of the commencement of such Claim to the
            insurers in accordance with the procedures set forth in each of the
            policies. The Company 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 action, suit,
            proceeding, inquiry or investigation in accordance with the terms of
            such policies.

      e.    Selection of Counsel. If the Company shall be obligated hereunder to
            pay the Expenses of any Claim, the Company shall be entitled to
            assume the defense of such Claim, with counsel approved by the
            Indemnitee, upon the delivery to the


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<PAGE>

            Indemnitee of written notice of its election to do so. After
            delivery of such notice, approval of such counsel by the Indemnitee
            and the retention of such counsel by the Company, the Company will
            not be liable to the Indemnitee under this Agreement for any fees of
            counsel subsequently incurred by the Indemnitee with respect to the
            same Claim; provided that, (i) the Indemnitee shall have the right
            to employ the Indemnitee's counsel in any such Claim at the
            Indemnitee's expense and (ii) if (A) the employment of counsel by
            the Indemnitee has been previously authorized by the Company, (B)
            the Indemnitee shall have reasonably concluded that there is a
            conflict of interest between the Company and the Indemnitee in the
            conduct of any such defense and shall have promptly notified the
            Company in writing of such determination, or (C) the Company shall
            not continue to retain such counsel to defend such Claim, then the
            fees and expenses of the Indemnitee's counsel shall be at the
            expense of the Company. The Company shall not settle any proceeding
            in any manner which would impose any penalty or limitation on the
            Indemnitee without the Indemnitee's prior written consent, which
            consent shall not be unreasonably withheld or delayed.

3.    Additional Indemnification Rights; Nonexclusivity.

      a.    Scope. The Company hereby agrees to indemnify the Indemnitee to the
            fullest extent permitted by law, even if such indemnification is not
            specifically authorized by the other provisions of this Agreement.
            In the event of any change after the date of this Agreement in any
            applicable law, statute or rule that expands the right of the
            Company to indemnify a director, manager, officer, employee,
            controlling person, agent or fiduciary, it is the intent of the
            parties hereto that the Indemnitee shall enjoy by this Agreement the
            greater benefits afforded by such change. Upon any change in any
            applicable law, statute or rule that narrows the right of the
            Company to indemnify a director, manager, officer, employee, agent
            or fiduciary, such change, 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 except as set forth in SECTION 8(a) hereof.

      b.    Nonexclusivity. The indemnification provided by this Agreement shall
            be in addition to any rights to which the Indemnitee may be entitled
            under the Company's governance documents, any agreement, any vote of
            the equityholders of the Company or disinterested members of the
            Company's Board of Directors or similar governing body, applicable
            law, or otherwise. The indemnification provided under this Agreement
            shall continue as to the Indemnitee for any action the Indemnitee
            took or did not take while serving in an indemnified capacity even
            though the Indemnitee may have ceased to serve in such capacity.

4.    No Duplication of Payments. The Company shall not be liable under this
      Agreement to make any payment in connection with any Claim made against
      the Indemnitee to the extent the Indemnitee has otherwise actually
      received payment (under any insurance policy or otherwise) of the amounts
      otherwise indemnifiable hereunder.

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<PAGE>

5.    Partial Indemnification. If the Indemnitee is entitled under any provision
      of this Agreement to indemnification by the Company for any portion of
      Expenses incurred in connection with any Claim, but not, however, for all
      of the total amount thereof, the Company shall nevertheless indemnify the
      Indemnitee for the portion of such Expenses to which the Indemnitee is
      entitled.

6.    Mutual Acknowledgement. The Company and the Indemnitee acknowledge that in
      certain instances, federal law or applicable public policy may prohibit
      the Company from indemnifying its directors, managers, officers,
      employees, controlling persons, agents or fiduciaries under this Agreement
      or otherwise. The Indemnitee understands and acknowledges that the Company
      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 Company's rights under public policy to indemnify the Indemnitee.

7.    Liability Insurance. To the extent the Company maintains liability
      insurance applicable to directors, managers, officers, employees, control
      persons, agents or fiduciaries, the Indemnitee shall be covered by such
      policies in such a manner as to provide the Indemnitee the same rights and
      benefits as are accorded to the most favorably insured of the Company's
      directors, if the Indemnitee is a director, or of the Company's officers,
      if the Indemnitee is not a director of the Company but is an officer; or
      of the Company's key employees, controlling persons, agents or
      fiduciaries, if the Indemnitee is not an officer or director but is a key
      employee, agent, control person or fiduciary.

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

      a.    Claims Initiated by the Indemnitee. To indemnify or advance expenses
            to the Indemnitee with respect to Claims initiated or brought
            voluntarily by the Indemnitee and not by way of defense, except: (i)
            with respect to actions or proceedings to establish or enforce a
            right to indemnify under this Agreement or any other agreement or
            insurance policy or under the Company's governance documents now or
            hereafter in effect relating to Claims for Indemnifiable Events;
            (ii) in specific cases if the Board of Directors or similar
            governing body has approved the initiation or bringing of such
            Claim; or (iii) as otherwise required under applicable law,
            regardless of whether the Indemnitee ultimately is determined to be
            entitled to such indemnification, advance expense payment or
            insurance recovery, as the case may be; or

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

      c.    Claims Excluded Under Law. To indemnify the Indemnitee if: (i) the
            Indemnitee did not act in good faith and in a manner reasonably
            believed to be in or not opposed to the best interests of the
            Company or (ii) with respect to any criminal


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<PAGE>

            action or proceeding, the Indemnitee had reasonable cause to believe
            the conduct was unlawful or (iii) the Indemnitee shall have been
            adjudged to be liable to the Company unless and only to the extent
            the court in which such action was brought shall permit
            indemnification as provided by applicable law.

9.    Period of Limitations. No legal action shall be brought and no cause of
      action shall be asserted by or in the right of the Company against the
      Indemnitee or the Indemnitee's estate, spouse, heirs, executors or
      personal or legal representatives after the expiration of two (2) years
      from the date of accrual of such cause of action, and any claim or cause
      of action of the Company shall be extinguished and deemed released unless
      asserted by the timely filing of a legal action within such two (2)-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.

10.   Construction of Certain Phrases.

      a.    For purposes of this Agreement, references to the "COMPANY" shall
            include any other constituent entity (including any constituent of a
            constituent) absorbed in a consolidation or merger that, if its
            separate existence had continued, would have had power and authority
            to indemnify its directors, managers, officers, employees, agents or
            fiduciaries, so that if an Indemnitee is or was a director, manager,
            officer, employee, agent, control person, or fiduciary of such
            constituent entity, or is or was serving at the request of such
            constituent entity as a director, manager, officer, employee,
            control person, agent or fiduciary of another corporation,
            partnership, joint venture, employee benefit plan, trust or other
            enterprise, the Indemnitee shall stand in the same position under
            the provisions of this Agreement with respect to the resulting or
            surviving entity as the Indemnitee would have with respect to such
            constituent entity 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 the Indemnitee with respect to
            an employee benefit plan; and references to "SERVING AT THE REQUEST
            OF THE COMPANY" shall include any service as a director, manager,
            officer, employee, agent or fiduciary of the Company that imposes
            duties on, or involves services by, such director, manager, officer,
            employee, agent or fiduciary with respect to an employee benefit
            plan, its participants or its beneficiaries; and if the Indemnitee
            acted in good faith and in a manner the Indemnitee reasonably
            believed to be in the interest of the participants and beneficiaries
            of an employee benefit plan, the Indemnitee shall be deemed to have
            acted in a manner "NOT OPPOSED TO THE BEST INTERESTS OF THE COMPANY"
            as referred to in this Agreement.

      c.    For purposes of this Agreement a "CHANGE IN CONTROL" shall be deemed
            to have occurred if: (i) any "person" (as such term is used in
            Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the
            Principals and their Related Parties, (A) who is or becomes the
            beneficial owner, directly or indirectly, of securities of


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<PAGE>

            the Company representing ten percent (10%) or more of the combined
            voting power of the Company's then outstanding Voting Securities,
            increases his beneficial ownership of such securities by five
            percent (5%) or more over the percentage so owned by such person, or
            (B) becomes the "beneficial owner" (as defined in Rule 13d-3 under
            the Exchange Act), directly or indirectly, of securities of the
            Company representing more than twenty percent (20%) of the total
            voting power represented by the Company's then outstanding Voting
            Securities, (ii) during any period of two (2) consecutive years,
            individuals who at the beginning of such period constitute the Board
            of Directors or similar governing body of the Company and any new
            director whose election by the Board of Directors or nomination for
            election by the Company's stockholders was approved by a vote of at
            least two-thirds (2/3) of the directors then still in office who
            either were directors at the beginning of the period or whose
            election or nomination for election was previously so approved,
            cease for any reason to constitute a majority thereof, or (iii) the
            stockholders of the Company approve a merger or consolidation of the
            Company with any other corporation other than a merger or
            consolidation that would result in the Voting Securities of the
            Company outstanding immediately prior thereto continuing to
            represent (either by remaining outstanding or by being converted
            into Voting Securities of the surviving entity) at least eighty
            percent (80%) of the total voting power represented by the Voting
            Securities of the Company or such surviving entity outstanding
            immediately after such merger or consolidation, or the stockholders
            of the Company approve a plan of complete liquidation of the Company
            or an agreement for the sale or disposition by the Company of (in
            one transaction or a series of transactions) all or substantially
            all of the Company's assets. For purposes of this definition,
            "PRINCIPALS" means David Ritz, Fred H. Lerner and Wade R. Mayberry
            and "RELATED PARTY" means (1) any family member, spouse, heirs,
            estate, executor or personal or legal representative of any
            Principal; or (2) any trust, corporation, partnership or other
            entity, the beneficiaries, stockholders, partners, owners or persons
            beneficially holding an 80% or more controlling interest of which
            consist of any one or more Principals and/or such other persons
            referred to in the immediately preceding clause (1).

      d.    For purposes of this Agreement, "INDEPENDENT LEGAL COUNSEL" shall
            mean an attorney or firm of attorneys, selected in accordance with
            the provisions of SECTION 1(e) hereof, who shall not have otherwise
            performed services for the Company or the Indemnitee within the last
            three (3) years (other than with respect to matters concerning the
            right of the Indemnitee under this Agreement, or of other
            indemnitees under similar indemnity agreements).

      e.    For purposes of this Agreement, a "REVIEWING PARTY" shall mean any
            appropriate person or body consisting of a member or members of the
            Company's Board of Directors or similar governing party, or any
            other person or body appointed by such body, who is not a party to
            the particular Claim for which the Indemnitee is seeking
            indemnification, or Independent Legal Counsel.


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<PAGE>

      f.    For purposes of this Agreement, "VOTING SECURITIES" shall mean any
            securities of the Company that vote generally in the election of
            directors.

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

12.   Binding Effect; Successors and Assigns. This Agreement shall be binding
      upon and inure to the benefit of and be enforceable by the parties hereto
      and their respective successors, assigns, including any direct or indirect
      successor by purchase, merger, consolidation or otherwise to all or
      substantially all of the business and/or assets of the Company and
      including any estate, spouse, heirs or personal or legal representatives
      of the Indemnitee. The Company shall require and cause any successor
      (whether direct or indirect by purchase, merger, consolidation or
      otherwise) to all, substantially all, or a substantial part, of the
      business and/or assets of the Company, by written agreement in form and
      substance satisfactory to the Indemnitee, expressly to assume and agree to
      perform this Agreement in the same manner and to the same extent that the
      Company would be required to perform if no such succession had taken
      place. This Agreement shall continue in effect with respect to Claims
      relating to Indemnifiable Events regardless of whether the Indemnitee
      continues to serve as a director, officer, employee, agent, controlling
      person or fiduciary of the Company or of any other enterprise, including
      subsidiaries of the Company, at the Company's request.

13.   Attorneys' Fees. In the event that any action is instituted by the
      Indemnitee under this Agreement or under any liability insurance policies
      maintained by the Company to enforce or interpret any of the terms hereof
      or thereof, the Indemnitee shall be entitled to be paid all Expenses
      incurred by the Indemnitee with respect to such action, regardless of
      whether the Indemnitee is ultimately successful in such action, and shall
      be entitled to the advancement of Expenses with respect to such action,
      unless, as a part of such action, a court of competent jurisdiction over
      such action determines that each of the material assertions made by the
      Indemnitee as a basis for such action was not made in good faith or was
      frivolous. In the event of an action instituted by or in the name of the
      Company under this Agreement to enforce or interpret any of the terms of
      this Agreement, the Indemnitee shall be entitled to be paid all Expenses
      incurred by the Indemnitee in defense of such action (including costs and
      expenses incurred with respect to the Indemnitee counterclaims and
      cross-claims made in such action), and shall be entitled to the
      advancement of Expenses with respect to such action, unless, as a part of
      such action, a court having jurisdiction over such action determines that
      each of the Indemnitee's material defenses to such action was made in bad
      faith or was frivolous.

14.   Notice. All notices and other communications required or permitted
      hereunder shall be in writing, shall be effective when given, and shall in
      any event be deemed to be given: (a) five (5) days after deposit with the
      U.S. Postal Service or other applicable postal service, if delivered by
      first class mail, postage prepaid; (b) upon delivery, if delivered by
      hand; (c) one (1) business day after the business day of deposit with
      Federal Express or similar overnight courier, freight prepaid; or (d) one
      (1) day after the business day of delivery by facsimile transmission, if
      deliverable by facsimile transmission, with copy by first class mail,
      postage prepaid, and shall be addressed if to the Indemnitee, at the
      Indemnitee's


                                       10
<PAGE>

      address as set forth beneath the Indemnitee's signature to this Agreement
      and if to the Company at the address of its principal corporate offices
      (attention: Secretary) or at such other address as such party may
      designate by ten (10) days' advance written notice to the other party
      hereto.

15.   Consent to Jurisdiction. The Company and the Indemnitee hereby irrevocably
      consent to the jurisdiction of the courts of the State of Delaware for all
      purposes in connection with any action or proceeding that arises out of or
      relates to this Agreement and agree that any action instituted under this
      Agreement shall be commenced, prosecuted and continued only in the Court
      of Chancery of the State of Delaware in and for New Castle County, which
      shall be the exclusive and only proper forum for adjudicating such a
      claim.

16.   Severability. The provisions of this Agreement shall be severable in the
      event that any of the provisions hereof (including any provision within a
      single section, paragraph or sentence) are held by a court of competent
      jurisdiction to be invalid, void or otherwise unenforceable, and the
      remaining provisions shall remain enforceable to the fullest extent
      permitted by law. Furthermore, to the fullest extent possible, the
      provisions of this Agreement (including, without limitations, each portion
      of this Agreement containing any provision held to be invalid, void or
      otherwise unenforceable, that is not itself invalid, void or
      unenforceable) shall be construed so as to give effect to the intent
      manifested by the provision held invalid, illegal or unenforceable.

17.   Choice of Law. This Agreement shall be governed by and its provisions
      construed and enforced 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 the State of Delaware, without regard
      to the conflict of laws principles thereof.

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

21.   No Construction as Employment Agreement. Nothing contained in this
      Agreement shall be construed as giving the Indemnitee any right to be
      retained in the employ of the Company or any of its subsidiaries.


                                       11
<PAGE>

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

                                  COMPANY:

                                  RITZ INTERACTIVE, INC.,
                                  a Delaware corporation

                                  By: ___________________________
                                  Name: _________________________
                                  Title: ________________________

                                  INDEMNITEE:

                                  By: ___________________________
                                  Name: _________________________

                                  Address for notices:

                                  ________________________________
                                  ________________________________
                                  ________________________________



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