Indemnity Agreement

Exhibit 10.11


INDEMNITY AGREEMENT


This Agreement is made as of the ___ day of ___, 20__, by and between Allied Research Corporation, a Delaware corporation (the "Corporation"), and ______ (the "Indemnitee"), a director of the Corporation.


WHEREAS, it is essential to the Corporation to retain and attract as directors the most capable persons available; and


WHEREAS, the substantial increase in corporate litigation subjects directors to expensive litigation risks at the same time that the availability of and coverage provided by directors' and officers' liability insurance has become uncertain; and


WHEREAS, it is now and has been the express policy of the Corporation to indemnify its directors so as to provide them with the maximum possible protection permitted by law; and


WHEREAS, the Corporation does not regard the protection available to Indemnitee as adequate in the present circumstances, and realizes that Indemnitee may not be willing to serve as a director without adequate protection, and the Corporation desires Indemnitee to continue to serve in such capacity;


NOW, THEREFORE, in consideration of Indemnitee's service as a director after the date hereof the parties agree as follows:


1. Definitions. As used in this Agreement:


(a) The term "proceeding" shall include any threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature.


(b) The term "expenses" shall include, but is not limited to, expenses of investigations, judicial or administrative proceedings or appeals, damages, judgments, fines, amounts paid in settlement by or on behalf of Indemnitee, attorneys' fees and disbursements and any expenses of establishing a right to indemnification under this Agreement.


(c) The term "director" shall include Indemnitee's service at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise as well as director of the Corporation.


(d) For purposes of Sections 3 and 4, the respective phrases "in a proceeding decided" and "decided in a proceeding" shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision which decision has become final and from which no appeal or other review proceeding is permissible.
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