Form of Indemnification Agreement

EXHIBIT 10.9


INDEMNIFICATION AGREEMENT


AGREEMENT dated as of this day of _________, 1997, between 800-JR CIGAR, INC., a Delaware corporation (the "Company") and __________________ (the "Indemnitee").


WHEREAS, the Company may experience difficulty in obtaining directors' and officers' liability insurance or significantly higher premiums for such insurance than has historically been charged the Company or reductions in the coverage of such insurance;


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


WHEREAS, Indemnitee may become unwilling to continue to serve the Company in Indemnitee's position as an officer or director, or both, without assurances that adequate liability insurance, indemnification or a combination thereof is, and will continue to be, provided;


WHEREAS, the Company has agreed to provide Indemnitee with the benefits contemplated by this Agreement which benefits are intended to supplement or replace, if necessary, the Company's existing directors' and officers' liability insurance; and


WHEREAS, as a result of the provision of such benefits Indemnitee has agreed to continue to serve as a director or executive officer, or both, of the Company.


NOW, THEREFORE, in consideration of the promises and conditions set forth herein, including the Indemnitee's continued service to the Company, 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 the aggregate amount of all Losses and Expenses which, in type or amount, are not insured under the directors' and officers' liability insurance maintained by the Company from time to time.


"Covered Act" means any 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 solely by reason of him being a director or officer, or both, of the Company.


"D&O Insurance" means the directors' and officers' liability insurance issued by the insurer(s), and having the policy number(s), amount(s) and deductible(s) set forth on Exhibit A hereto and any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that provided under the policy or policies identified on Exhibit A.


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


(i) a majority vote of a quorum of disinterested directors of the
Company;


(ii) independent legal counsel in a written opinion prepared at the
request of a majority of a quorum of disinterested directors
of the Company;


(iii) a majority of the disinterested stockholders of the Company;
or


(iv) a final adjudication by a court of competent jurisdiction.


"Determined" shall have a correlative meaning.


"Excluded Claim" means any Loss or Expense:


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


(ii) for the return by Indemnitee of any remuneration paid to
Indemnitee without the previous approval of the stockholders
of the Company which is illegal;


(iii) 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 any similar provision of any state law;


(iv) resulting from Indemnitee's knowingly fraudulent, dishonest or
willful misconduct;


(v) the payment of which by the Company under this Agreement is
not permitted by applicable law; or


(vi) which is not within the Covered Amount.


-2-


"Expenses" means any reasonable expenses incurred by Indemnitee as a result of a claim or claims made against him for any Covered Act including, without limitation, counsel fees and costs of investigative, judicial or administrative proceedings or appeals, but shall not include Fines.


"Fines" means any fine, penalty or, with respect to an employee benefit plan, any excise tax or penalty assessed with respect thereto.
...