This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of this 4th day of
May 2000, by and between NAHC, Inc., a Delaware corporation (the "Company"), and David R. Burt, a
resident of the Commonwealth of Massachusetts ("Indemnitee").
A. Indemnitee is willing to serve, continue to serve, and to take on additional service for or on behalf of the
Company on the condition that he be indemnified to the fullest extent permitted by law.
B. The Certificate of Incorporation of the Company requires the Company to indemnify its directors and officers
to the fullest extent permitted by law.
C. Indemnitee is serving as a director of the Company.
NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee's agreement to serve as a member
of the Board of Directors of the Company, and the covenants contained in this Agreement, the Company and
Indemnitee hereby covenant and agree as follows:
1. CERTAIN DEFINITIONS.
(a) ACQUIRING PERSON: shall mean any Person other than (i) the Company, (ii) any of the Company's
Subsidiaries, (ii) any employee benefit plan of the Company or of a Subsidiary of the Company or of a
corporation owned directly or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, or (iv) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership
of stock of the Company.
(b) CHANGE OF CONTROL: shall be deemed to have occurred if:
(i) an Acquiring Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of the Company
representing thirty percent or more of the combined voting po