CHAIN LINK TECHNOLOGIES, INC.



                           INDEMNIFICATION AGREEMENT



     This Indemnification Agreement ("Agreement") is entered into as of the 11th

day of May, 1999 by and between Chain Link Technologies, Inc., a Delaware

corporation (the "Company") and the indemnitees listed on the signature pages

hereto (collectively, the "Indemnitees").



                                   RECITALS



     A.  The Company and Indemnitees recognize the continued difficulty in

obtaining liability insurance for its directors, officers, employees,

controlling persons, agents and fiduciaries, the significant increases in the

cost of such insurance and the general reductions in the coverage of such

insurance.



     B.  The Company and Indemnitees further recognize the substantial increase

in corporate litigation in general, subjecting directors, officers, employees,

controlling persons, agents and fiduciaries to expensive litigation risks at the

same time as the availability and coverage of liability insurance has been

severely limited.



     C.  Indemnitees do not regard the current protection available as adequate

under the present circumstances, and Indemnitees and other directors, officers,

employees, controlling persons, agents and fiduciaries of the Company may not be

willing to serve in such capacities without additional protection.



     D.  The Company (i) desires to attract and retain the involvement of highly

qualified groups, such as Indemnitees, to serve the Company and, in part, in

order to induce each Indemnitee to be involved with the Company and (ii) wishes

to provide for the indemnification and advancing of expenses to each Indemnitee

to the maximum extent permitted by law.



     E.  In view of the considerations set forth above, the Company desires that

each Indemnitee be indemnified by the Company as set forth herein.



     NOW, THEREFORE, the Company and each Indemnitee hereby agrees as follows:



         1.  Indemnification.

             ---------------



             a.  Indemnification of Expenses. The Company shall indemnify and

                 ---------------------------

hold harmless each Indemnitee (including its respective directors, officers,

partners, employees, agents and spouses) and each person who controls any of

them 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 such 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 such Indemnitee reasonably believes might lead to the

institution of any such action, suit, proceeding or alternative dispute

resolution

<PAGE>



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 Indemnitee is or was a director, officer,

employee, controlling person, agent or fiduciary of the Company, or any

subsidiary 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 such 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, which relate directly or indirectly to

the registration, purchase, sale or ownership of any securities of the Company

or to any fiduciary obligation owed 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 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) of such Claim and any federal, state, local or foreign

taxes imposed on Indemnitee as a result of the actual or deemed receipt of any

payments under this Agreement (collectively, hereinafter "Expenses"), including

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