Form Of Tax Indemnification Agreement

EXHIBIT 10.8


INDEMNIFICATION AGREEMENT


This Indemnification Agreement (the "Agreement") is made as of the th day of August, 1993, by and between The A Consulting Team, Inc., a New York corporation (the "Company") and ______________________ ("Indemnitee").


W I T N E S S E T H:


WHEREAS, the Company, in order to induce Indemnitee to serve or to continue to serve the Company, has agreed to provide Indemnitee with the benefits contemplated by this Agreement; and


WHEREAS, as a result of the provision of such benefits, Indemnitee has agreed to serve or to continue to serve as an officer and/or director of the Company or any of its wholly owned subsidiaries.


WHEREAS, the Company has been advised that there can be no assurance that directors' and officers' liability insurance will continue to be available to the Company and Indemnitee, and believes that it is possible that the cost of such insurance, if obtainable, may not be acceptable to the Company; and


NOW, THEREFORE, in consideration of the promises, conditions, representations and warranties set forth herein, the Company and Indemnitee hereby agree as follows:


1. DEFINITIONS. The following terms, as used herein, shall have the following respective meanings:


"Covered Amount" means Losses and Expenses which, in type or amount, are
not insured under any directors' and officers' liability insurance
maintained by the Company from time to time.


"Covered Act" means any past, present or future breach of duty, neglect,
error, misstatement, misleading statement, omission or other act done or
wrongfully attempted by


Indemnitee or any of the foregoing alleged by any claimant or any claim
against Indemnitee by reason of him at any time being a director or officer
or other agent of the Company or any of its wholly owned subsidiaries or a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise at the request of the Company.


"Determination" means a determination, based on the facts known at the
time, made by:


(i) An award of a neutral arbitrator selected by the parties; or


(ii) A final adjudication by a court of competent jurisdiction.


"Determined" shall have a correlative meaning.


"Excluded Claim" means any payment for Losses or Expenses in connection
with any claim:


(i) Based upon or attributable to Indemnitee gaining in fact any
personal profit or advantage to which Indemnitee is not entitled;
or


(ii) For an accounting of profits in fact made from the purchase or
sale by Indemnitee of securities of the Company within the
meaning of Section 16 of the Securities Exchange Act of 1934 as
amended, or similar provisions of any state law; or


(iii) Resulting from Indemnitee's knowingly fraudulent, deliberately
dishonest or willful misconduct unless Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company as determined by
(i) the Board of Directors of the Company by majority vote of a
quorum consisting of directors who were not parties to the
proceeding for which indemnification is sought, (ii) if a quorum
of disinterested directors so directs or if such quorum is not
obtainable, by independent legal counsel in a written opinion, or
(iii) by a vote of the holders of a majority of the Company's
common stock, excluding the shares held by Indemnitee; or


(iv) The payment of which by the Company


under this Agreement is not permitted by applicable law; or


(v) Which are not within the Covered Amount, i.e., which are insured
in type and amount under any directors' and officers' liability
insurance maintained by the Company from time to time.


"Expenses" means any reasonable expenses incurred by Indemnitee as a result
of a claim or claims made or threatened against him for Covered Acts
including, without limitation, counsel fees and costs of investigative,
judicial or administrative proceedings (including an action by or in the
right of the Company), whether civil or criminal, or appeals and costs of
attachment or similar bonds.


"Loss" means any amount which Indemnitee is legally obligated to pay as a
result of a claim or claims made against him for Covered Acts including,
without limitation, damages, judgments, fines and other sums paid in
settlement of a claim or claims.


2. INDEMNIFICATION. The Company shall indemnify, defend Indemnitee and hold him ...