INDEMNIFICATION AGREEMENT



     This Indemnification Agreement (this "Agreement"), made as of December 19,

2003, among Promos, Inc., a Colorado corporation (the "Company"), and each of

Judith F. Harayda and Stephan R. Levy. Ms. Harayda and Mr. Levy are each

referred to as an "Indemnitee" and, together, as the "Indemnitees") (Ms. Harayda

and Mr.



     Levy are sometimes, together, referred to herein as the "Directors").



                                    RECITALS:



     WHEREAS, Ms. Harayda is willing to continue to serve as a director of the

Company on the condition that in her capacity as a director of the Company after

the Effective Time, she be indemnified to the fullest extent permitted by law;



     WHEREAS, Mr. Levy is willing to continue to serve as a director of the

Company on the condition that in his capacity as a director of the Company after

the Effective Time, he be indemnified to the fullest extent permitted by law;

and



     WHEREAS, concurrently with the execution of this Agreement, the Directors

are each agreeing to continue to serve as a director of the Company after the

Effective Time until his/her resignation as a director of the Company is

effective upon compliance by the Company with the provisions of Section 14(f) of

the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule

14f-1 promulgated thereunder.



     NOW, THEREFORE, in consideration of the premises and the covenants herein

contained, the Company and the Indemnitees hereby agree as follows:



     1. AGREEMENT TO SERVE. Each of the Directors agrees to continue to serve as

a director of the Company after the Effective Time hereof until his/her

resignation as a director of the Company is effective upon compliance by the

Company to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated

thereunder.



     2. DEFINITIONS. As used in this Agreement:



     (a) "Code" means the Internal Revenue Code of 1986, as amended.



     (b) "Effective Time" shall have the same meaning as in the Agreement of

Purchase and Sale, dated as of the date hereof, among the Company and OmniCorder

Technologies, Inc.



     (c) "Expenses" includes, without limitation, all costs, expenses and

obligations (including attorneys' fees and disbursements, court costs, travel

expenses and fees of experts) incurred or paid in connection with investigating,

defending, being a witness in or participating in, or preparing to defend, any

Proceeding, whether conducted by the Company or otherwise, including, without

limitation, any Proceeding, action or process for the purpose of establishing

Indemnitees' right to indemnification under this Agreement and any amounts paid

in settlement by or on behalf of Indemnitee.



<PAGE>



     (d) "Independent Legal Counsel" means legal counsel who or which has not

provided or performed services for the Company, any of its directors, officers

or the Indemnitees for the last three years and is not otherwise representing

any party to any Proceeding, other than legal services rendered as an

independent legal counsel in any prior determination regarding indemnification

under this Agreement or any similar agreement with any other director or

officer.



     (e) "Official Capacity" means the elective or appointive office in the

Company held by the director and/or officer.



     (f) "Person" shall mean any individual, corporation, partnership, joint

venture, limited liability company or other entity.



     (g) "Proceeding" includes any threatened, pending or completed action, suit

or proceeding, whether of a civil, criminal, administrative, arbitrative or

investigative nature (including all appeals therefrom), or any inquiry or

investigation that could lead to such an action, suit or proceeding.



     (h) References to "other enterprise" shall include employee benefit plans;

references to "fines" shall include any excise tax assessed with respect to any

employee benefit plan; references to "serving at the request of the Company"

shall include any service as a director, officer, employee or agent of the

Company that imposes duties on, or involves services by, such director, officer,

employee or agent with respect to an employee benefit plan, its participants or

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