TCSI CORP
FORM OF INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.36
<SEQUENCE>3
<FILENAME>d27340_ex10-36.txt
<DESCRIPTION>FORM OF INDEMNIFICATION AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.36

                        FORM OF INDEMNIFICATION AGREEMENT

     THIS INDEMNITY AGREEMENT is made and entered into as of _______________, by
and  between  TCSI  Corporation,   a  Nevada  corporation  (the  "Company")  and
_________________ (the "Indemnitee"), an "Agent" (as hereinafter defined) of the
Company.

                                    RECITALS

     A. The Company  recognizes that competent and  experienced  individuals are
reluctant  to serve as  directors  or officers of  corporations  unless they are
protected by comprehensive liability insurance or indemnification,  or both, due
to increased exposure to litigation costs and risks resulting from their service
to such corporations,  and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors and officers;

     B. The Company and the  Indemnitee are aware of the  substantial  growth in
the number of  lawsuits  filed  against  corporate  officers  and  directors  in
connection  with  their  activities  in such  capacities  and by reason of their
status as such;

     C. The statutes and judicial  decisions  regarding  the duties of directors
and  officers  are often  difficult  to apply,  ambiguous  or  conflicting,  and
therefore  fail to provide such directors and officers with adequate or reliable
advance  knowledge  or guidance  with  respect to the legal risks and  potential
liabilities to which they may become personally exposed or information regarding
the proper course of action to take in performing their duties in good faith for
the Company;

     D. The Company and the  Indemnitee  recognize  that  plaintiffs  often seek
damages in such large  amounts  and the costs of  litigation  may be so enormous
(whether or not the case is meritorious),  that the defense and/or settlement of
such  litigation  is often  beyond  the  financial  resources  of  officers  and
directors;

     E. The Company  believes  that it is unfair for its  directors and officers
and the  directors and officers of its  subsidiaries  to assume the risk of huge
judgments and other  expenses  which may occur in cases in which the director or
officer  received no personal  profit and in cases where the director or officer
was not culpable;



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<PAGE>

     F. The Company,  after  reasonable  investigation,  has determined that the
liability  insurance  coverage  presently  available  to  the  Company  and  its
subsidiaries is inadequate and/or unreasonably  expensive.  The Company believes
that the interests of the Company and its stockholders would best be served by a
combination of such insurance as the Company or its  subsidiaries  may hereafter
obtain and the  indemnification  by the Company of the directors and officers of
the Company and its subsidiaries;

     G. Section 78.751 Nevada Revised  Statues,  as amended  ("Section  78.751")
empowers the Company to indemnify its officers, directors,  employees and agents
by agreement and to indemnify  persons who serve, at the request of the Company,
as  the  directors,  officers,  employees  or  agents  of  another  corporation,
partnership,  joint venture,  trust or other enterprise,  and expressly provides
that the  indemnification  provided by Section  78.751 is not exclusive of other
rights  to  which  those  indemnified  thereunder  may  be  entitled  under  the
certificate  or  articles  of  incorporation  or any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise;

     H. In  order  to  induce  and  encourage  highly  experienced  and  capable
individuals  to serve as an  officer or  director  of the  Company,  to take the
business risks necessary for the success of the Company and its subsidiaries and
to otherwise  promote the  desirable end that such persons will resist what they
consider  unjustifiable lawsuits and claims made against them in connection with
good faith  performance of their duties to the Company,  secure in the knowledge
that certain expenses,  costs and liabilities  incurred by them in their defense
of such  litigation  will be borne by the Company and that they will receive the
maximum protection against such risks and liabilities as may be afforded by law,
the Board of Directors of the Company has  determined,  after due  consideration
and  investigation of the terms and provisions of this Agreement and the various
other options  available to the Company and the Indemnitee in lieu hereof,  that
contractual  indemnification  as set  forth  herein is not only  reasonable  and
prudent but  necessary to promote and ensure the best  interests of the Company,
its stockholders and its subsidiaries;

     I.  The  Company  desires  and has  requested  the  Indemnitee  to serve or
continue  to serve as a director  or officer of the  Company  and/or one or more
subsidiaries  of the  Company,  as the case may be, free from undue  concern for
unpredictable,   inappropriate   or   unreasonable   legal  risks  and  personal
liabilities arising out of or related to such services to the Company and/or one
or more of its subsidiaries; and



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<PAGE>

     J. The Indemnitee has served or is willing to serve,  or continue to serve,
the Company and/or one or more of its subsidiaries provided that he is furnished
the indemnity provided for herein.

     K. Certain indemnitees have recently served as an Agent, as defined herein,
in  reliance  of the  Company's  promise to enter into this  agreement  upon the
Company's ability to do so as a Nevada corporation.

                              TERMS AND CONDITIONS

     NOW,  THEREFORE,  in  consideration  of the above  premises  and the mutual
covenants and agreements set forth herein, the parties hereby agree as follows:

     1. Definitions. As used in this Agreement:

     (a) The term "Agent" of the Company  shall include any person who is or was
a director,  officer,  employee or other agent of the Company or was a director,
officer, employee or agent of a predecessor corporation of the Company.

     (b)  The  term  "Proceeding"  shall  include  any  threatened,  pending  or
completed action, suit or proceeding, whether brought in the name of the Company
or otherwise and whether of a civil,  criminal,  administrative or investigative
nature,  including,  but not limited to, actions,  suits or proceedings  brought
under and/or  predicate upon the Securities Act of 1933, as amended,  and/or the
Securities  Exchange  Act of 1934,  as amended,  and/or their  respective  state
counterparts and/or any rule or regulation promulgated thereunder,  in which the
Indemnitee  may be or may have been involved as a party or otherwise,  by reason
of the fact that the Indemnitee is or was an Agent of the Company,  by reason of
any action  taken by him or of any inaction on his part while acting as an Agent
whether or not he is  serving  in such  capacity  at the time any  liability  or
expense is incurred for which  indemnification  or reimbursement can be provided
under this Agreement.

     (c) The term  "Expenses"  shall be broadly  construed and shall include all
direct  and  indirect  costs  incurred,  paid or  accrued  of any type or nature
whatsoever,  including,  without limitation, (i) all attorneys' fees, retainers,
court  costs,  transcripts,  fees of  experts,  witness  fees,  travel  expenses
(including  food and  lodging  expenses  while  traveling),  duplicating  costs,
printing  and binding  costs,  telephone  charges,  postage,  delivery  service,
freight or other transpiration fees and expenses and related disbursements; (ii)
all other  disbursements and out-of pocket costs; (iii) reasonable  compensation
for time



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<PAGE>

spend by the Indemnitee for which he is not otherwise compensated by the Company
or any  third  party  (provided  the rate of  compensation  and  estimated  time
involved  is  approved  in  advance  by the Board of  Directors),  actually  and
reasonable   incurred  by  the   Indemnitee  in   connection   with  either  the
investigation,  defense or appeal of a Proceeding or establishing or enforcing a
right to indemnification under this Agreement,  Section 78.751 or otherwise; and
(iv) amounts paid in settlement by or on behalf of the  Indemnitee to the extent
permitted by Nevada law; provided, however that "Expenses" shall not include any
judgments,   fines,  penalties  or  excise  taxes  imposed  under  the  Employee
Retirement  Income  Security  Act of 1974,  as amended or other  excise taxes or
penalties actually levied against the Indemnitee.

     (d) 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; and any service as an Agent with respect to any employee
benefit plan, its participants or  beneficiaries,  and a person who acts in good
faith  and in a manner  he  reasonably  believes  to be in the  interest  of the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not  opposed to the best  interests  of the  Company" as
referred to in this Agreement.

     (e) "Independent  Legal Counsel" means a law firm, member of a law firm, or
attorney that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent:  (i) the Company
or  Indemnitee  in any matter  material  to either  such party  (other than with
respect to matters  concerning the Indemnitee under this Agreement,  or of other
indemnitees under similar indemnification  agreements),  or (ii) any other party
to  the  Proceeding  giving  rise  to a  claim  for  indemnification  hereunder.
Notwithstanding  the foregoing,  the term "Independent  Legal Counsel" shall not
include any person who, under the applicable  standards of professional  conduct
then  prevailing,  would have a conflict of interest in representing  either the
Company or Indemnitee in an action to determine  Indemnitee's  rights under this
Agreement.  The Company  agrees to pay the  reasonable  fees of the  Independent
Legal Counsel  referred to above and to fully indemnify such counsel against any
and all expenses,  claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.

     2.  Agreement to Serve.  Unless the  Indemnitee is no longer an Agent,  the
Indemnitee  agrees to serve and/or continue to serve as an Agent of the Company,
at his will or under  separate  agreement,  as the case may be, in the  capacity
Indemnitee  currently  serves as an Agent of the  Company,  for so long as he is
duly  appointed  or elected and  qualified  in  accordance  with the  applicable
provisions  of the  Bylaws of the  Company  until  such time as he  tenders  his
resignation in writing; provided, however, that nothing contained in this



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<PAGE>

Agreement is intended to create any right or obligation to continued  employment
by Indemnitee in any capacity.

     3. Indemnification and Contribution. The Company shall indemnify Indemnitee
to the fullest extent  permitted by Nevada Law and the Articles of Incorporation
and  Bylaws  of the  Company  in  effect  on the date  hereof  or as such Law or
Articles  and Bylaws may from time to time be amended  (but,  in the case of any
such amendment, only to the extent such amendment permits the Company to provide
broader  indemnification  rights  than the  Nevada Law and  Articles  and Bylaws
permitted the Company to provide before such  amendment).  Such  indemnification
shall include, without limitation, the following:

     (a) Indemnity in Third Party  Proceedings.  The Company shall indemnify the
Indemnitee, to the fullest extent permitted by law, if the Indemnitee is a party
to or is  threatened  to be  made  a  party  to or  otherwise  involved  in  any
Proceeding  (other than a Proceeding by or in the name of the Company to procure
a judgment in its favor) by reason of the fact that he is or was an Agent of the
Company or by reason of any act or inaction by him in any such capacity, against
all  Expenses,  judgments,  fines and amounts paid in  settlement,  actually and
reasonably  incurred by the  Indemnitee  in connection  with the  investigation,
defense,  settlement or appeal of such Proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company  and, in the case of a criminal  Proceeding,  in addition  had no
reasonable  cause to believe that his conduct was unlawful.  The  termination of
any such Proceeding by judgment, order of court, settlement,  conviction or upon
a plea of nolo  contendere,  or its  equivalent,  does not, of itself,  create a
presumption  that  Indemnitee  did not act in good  faith in a  manner  which he
reasonably believed to be in or not opposed to the best interest of the Company,
and with respect to any  criminal  Proceeding,  that such person had  reasonable
cause to believe that his conduct was unlawful.

     (b)  Indemnity in  Derivative  Actions.  The Company  shall  indemnify  the
Indemnitee, to the fullest extent permitted by law, if the Indemnitee is a party
to or threatened to be made a party to or otherwise  involved in any  Proceeding
by or in the name of the Company to procure a judgment in its favor by reason of
the fact that the  Indemnitee  was or is an Agent of the Company or by reason of
any  act or  inaction  by  him  in any  such  capacity,  against  all  Expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the Indemnitee in connection with the investigation,  defense,  settlement or
appeal of such Proceeding, but only if the Indemnitee acted in good faith and in
a manner he reasonably  believed to be in or not opposed to the best interest of
the Company, except that no indemnification under this Paragraph 3 shall be made
for any claim, issue or matter as to which



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<PAGE>

the  Indemnitee  has been adjudged by a court of competent  jurisdiction,  after
exhaustion of all appeals therefrom,  to be liable to the Company or for amounts
paid in settlement to the Company,  unless and only to the extent that any court
in which such  Proceeding  is brought or other court of  competent  jurisdiction
determines upon application  that, in view of all the circumstances of the case,
the Indemnitee is fairly and reasonably  entitled to indemnity for such expenses
as the court shall deem proper.

     (c)  Indemnification of Expenses of Successful Party.  Notwithstanding  any
other  provisions of this Agreement,  to the extent that the Indemnitee has been
successful on the merits or otherwise in defense of any Proceeding or in defense
or any claim,  issue or matter  therein,  including  the  dismissal of an action
without  prejudice,  the Company  shall  indemnify  the  Indemnitee  against all
Expenses  actually  and  reasonably  incurred  by him  in  connection  with  the
investigation, defense or appeal of such Proceeding.

     (d)  Indemnification  for Expenses of a Witness.  Notwithstanding any other
provision of this  Agreement,  the Company will  indemnify the Indemnitee if and
whenever he is a witness or is threatened to be made a witness to any Proceeding
to which  Indemnitee is not a party,  by reason of the fact that he is or was an
Agent or by reason of anything done or not done by him in such capacity, against
all  Expenses  actually  and  reasonably   incurred  by  the  Indemnitee  or  on
Indemnitee's behalf in connection therewith.

     (e)  Contribution.  If the  indemnification  provided in this  Agreement is
unavailable  and may  not be  paid to  Indemnitee  for  any  reason  other  than
statutory  limitations  set forth in  applicable  law,  then in  respect  of any
threatened,  pending or  completed  Proceeding  in which the  Company is jointly
liable with Indemnitee (or would be if joined in such action, suit, arbitration,
proceeding,  inquiry or  investigation),  the Company  shall  contribute  to the
amount of Expenses, judgments, fines and amounts paid in settlement actually and
reasonably  incurred and paid or payable by Indemnitee in such  proportion as is
appropriate to reflect (i) the relative benefits received by the Company and all
officers,  directors or employees of the Company other than  Indemnitee  who are
jointly liable with  Indemnitee  (or would be if joined in such action,  suit or
proceeding),  on the one  hand,  and  Indemnitee,  on the other  hand,  from the
transaction from which such action, suit,  arbitration,  proceeding,  inquiry or
investigation  arose,  and  (ii)  the  relative  fault  of the  Company  and all
officers,  directors or employees of the Company other than  Indemnitee  who are
jointly liable with  Indemnitee  (or would be if joined in such action,  suit or
proceeding),  on the one hand,  and of Indemnitee,  on the other,  in connection
with the events which  resulted in such  Expenses  judgments,  fines and amounts
paid in settlement, as well as any other relevant equitable considerations.  The
relative  fault  referred to above shall be  determined  by reference  to, among
other things,



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<PAGE>

     the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent the  circumstances  resulting in such Expenses
judgments,  fines and amounts  paid in  settlement.  The Company  agrees that it
would not be just and equitable if contribution pursuant to this subsection were
determined by pro rata  allocation or any other method of allocation  which does
not take account of the foregoing equitable considerations.

     4. Advances of Expenses.  Subject to Paragraph  10(a)  hereof,  the Company
shall  advance  all  Expenses  incurred  by or on  behalf of the  Indemnitee  in
connection  with  the  investigation,  defense,  settlement  or  appeal  of  any
Proceeding  to which the  Indemnitee  is a party or is  threatened  to be made a
party by  reason  of the  fact  that  the  Indemnitee  is or was an Agent of the
Company.  The Indemnitee  hereby  undertakes to repay such amounts advanced only
if, and to the extent that,  it shall  ultimately  be  determined  by a court of
competent  jurisdiction that the Indemnitee is not entitled to be indemnified by
the Company as authorized by this  Agreement.  The advances to be made hereunder
shall be paid by the Company to or on behalf of the  Indemnitee  within ten (10)
calendar  days  following  delivery  of  a  written  request  therefore  by  the
Indemnitee to the Company.  The request shall  reasonably  evidence the Expenses
incurred by the Indemnitee in connection therewith. The Indemnitee's entitlement
to advancement  of Expenses shall include those incurred in connection  with any
Proceeding by Indemnitee seeking a determination, an adjudication or an award in
arbitration pursuant to this Agreement.

     5. Procedure for Indemnification.

     (a) Promptly after receipt by the Indemnitee of notice of the  commencement
of or the threat of commencement of any Proceeding, the Indemnitee shall, if the
Indemnitee believes that  indemnification with respect thereto may be sought for
the Company  under this  Agreement,  notify the Company of the  commencement  or
threat of  commencement  thereof.  The notice  shall  include  documentation  or
information   which  is  necessary  for  the  determination  of  entitlement  to
indemnification and which is reasonably available to the Indemnitee. Delay in so
notifying the Company shall not  constitute a waiver or release by Indemnitee or
of any rights hereunder.

     (b) Any  indemnification  requested  by the  Indemnitee  under  Paragraph 3
hereof shall be made no later than sixty (60) calendar days after receipt of the
written request of Indemnitee,  unless a determination is made within said sixty
(60) day  period in  accordance  with  Paragraph  3 that the  Indemnitee  is not
entitled to  indemnification  (i) by the Board of  Directors of the Company by a
majority vote of a quorum thereof consisting of directors who are not parties to
such Proceedings,  or (ii) in the event such a quorum is not obtainable,  at the
election of the Company, either by Independent Legal Counsel



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<PAGE>

(selected  by Company  and  approved  by  Indemnitee,  such  approval  not to be
unreasonably  withheld) in a written opinion,  by the stockholders or by a panel
of  arbitrators,  one of whom is  selected  by the  Company,  another of whom is
selected  by the  Indemnitee  and the last of whom is  selected by the first two
arbitrators so selected,  that the Indemnitee has not met the relevant standards
for  indemnification  set forth in Paragraph 3 hereof. Upon making a request for
indemnification,  Indemnitee shall be presumed to be entitled to indemnification
under this  Agreement and the Company shall have the burden of proof to overcome
that presumption in reaching any contrary determination.

     (c)  Notwithstanding  a  determination  under Paragraph 5(b) above that the
Indemnitee  is not  entitled to  indemnification  with  respect to any  specific
Proceeding,  the  Indemnitee  shall  have the  right  to  apply to any  court of
competent  jurisdiction  in the State of Nevada for the purpose of enforcing the
Indemnitee's  right  to  indemnification  pursuant  to  this  Agreement,   which
determination  shall be made de novo and the Indemnitee  shall not be prejudiced
by reason of a  determination  that he is not entitled to  indemnification.  The
burden of proving that  indemnification or advances are not appropriate shall be
on the  Company.  Neither  the failure of the  Company  (including  its Board of
Directors,  its  stockholders,   Independent  Legal  Counsel  or  the  panel  of
arbitrators)  to have made a  determination  prior to the  commencement  of such
action that indemnification or advances are proper in the circumstances  because
the  Indemnitee  has met the  applicable  standard  of  conduct,  nor an  actual
determination   by  the  Company   (including   its  Board  of  Directors,   its
stockholders,  Independent  Legal Counsel or the panel of arbitrators)  that the
Indemnitee has not met such applicable  standard of conduct,  shall be a defense
to the  action or create any  presumption  that the  Indemnitee  has not met the
applicable standard of conduct.

     (d) If an  initial  determination  is made or  deemed  to  have  been  made
pursuant  to the terms of this  Agreement  that the  Indemnitee  is  entitled to
indemnification, the Company shall be bound by such determination in the absence
of (i) a  misrepresentation  of a material fact by Indemnitee in the request for
indemnification  or (ii) a specific  finding (which has become final) by a court
of  competent  jurisdiction  that  all or any  part of such  indemnification  is
expressly prohibited by law.

     (e) The  Company  shall  indemnify  the  Indemnitee  against  all  Expenses
incurred in  connection  with any hearing or proceeding  under this  Paragraph 5
unless a court of competent  jurisdiction  finds that each of the claims  and/or
defenses of the  Indemnitee in any such  proceeding was frivolous or made in bad
faith.



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<PAGE>

     6. Indemnity  Hereunder Not Exclusive.  The provisions for  indemnification
and  advancement  of Expenses  contained in this  Agreement  shall not be deemed
exclusive of any other rights which the  Indemnitee may have under any provision
of  law,  the  Company's  Articles  of  Incorporation  or  Bylaws,  any  vote of
stockholders or disinterested directors,  other agreements,  insurance, or other
financial arrangements or otherwise,  both as to action in his official capacity
and as to action in another capacity while occupying his position as an Agent of
the Company, except that indemnification,  unless ordered by a court pursuant to
Paragraph 3 hereof or for the  advancement  of Expenses  pursuant to Paragraph 4
hereof,  may  not  be  made  to  or on  behalf  of  the  Indemnitee  if a  final
adjudication  establishes  that  his  acts  or  omissions  involved  intentional
misconduct,  fraud or knowing violation of the law and was material to the cause
of action. The Indemnitee's rights hereunder shall continue after the Indemnitee
has ceased  acting as an Agent of the  Company and shall inure to the benefit of
the heirs and personal representative of the Indemnitee.

     7.  Partial  Indemnification.  If the  Indemnitee  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion  of  the   Expenses,   judgments  or  fines   incurred  by  him  in  the
investigation,  defense,  settlement or appeal of a Proceeding but not entitled,
however,  to  indemnification  for the total amount  thereof,  the Company shall
nevertheless  indemnify  the  Indemnitee  for the  portion  thereof to which the
Indemnitee is entitled.

     8.  Assumption  of Defense.  In the event the Company shall be obligated to
pay the Expenses of any  Proceeding  against the  Indemnitee,  the  Company,  if
appropriate,  shall be entitled to assume the defense of such  Proceeding,  with
counsel  approved by the  Indemnitee,  upon the  delivery of the  Indemnitee  of
written notice of its election to do so. After delivery of such notice, approval
of such  counsel by the  Indemnitee  and the  retention  of such  counsel by the
Company,  the Company will not be liable to the Indemnitee  under this Agreement
for any fees of counsel subsequently  incurred by the Indemnitee with respect to
the same  proceeding,  provided that (i) the Indemnitee  shall have the right to
employ his counsel in such Proceeding at the Indemnitee's  expense;  and (ii) if
(a) the employment of counsel by the Indemnitee has been  previously  authorized
in writing by the Company,  (b) the Company shall have reasonably concluded that
there may a conflict of interest  between the Company and the  Indemnitee in the
conduct of any such defense or (c) the Company shall not, in fact, have employed
counsel to assume the defense of such  Proceeding,  the fees and expenses of the
Indemnitee's  counsel  shall be at the expense of the Company.  In the event the
Company  assumes  the  defense of any  Proceeding,  the  Company may settle such
Proceeding  in any manner  which would impose any penalty or  limitation  on the
Indemnitee with the  Indemnitee's  written  consent,  which consent shall not be
unreasonably withheld.



                                       9
<PAGE>

     9. Insurance.  The Company shall, from time to time (including prior to the
expiration of a D&O Insurance (as defined  below)  policy),  make the good faith
determination  whether or not it is  practicable  for the  Company to obtain and
maintain  a  policy  or  policies  of D&O  Insurance  with  reputable  insurance
companies  providing the officers and directors of the Company with coverage for
liabilities  arising out of their acts and/or omissions as Agents,  or to ensure
the  Company's  performance  of  its  indemnification   obligations  under  this
Agreement  (collectively,  "D&O  Insurance"  for this  Paragraph 9). Among other
considerations,  the Company  will weigh the costs of obtaining  such  insurance
coverage  against the protection  afforded by such  coverage.  To the extent the
Company maintains D&O Insurance, Indemnitee shall be covered by such policies in
such a manner as to  provide  Indemnitee  the same  rights and  benefits  as are
accorded  to the most  favorably  insured of the  Company's  directors  in their
capacity as directors.  Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain such insurance if (a) the Company determines in
good faith that (i) such insurance is not reasonably available, (ii) the premium
costs for such  insurance are  substantially  disproportionate  to the amount of
coverage provided or (iii) the coverage provided by such insurance is limited by
exclusions  so as to provide  an  insufficient  benefit,  or (b)  Indemnitee  is
covered  by  similar  insurance  maintained  by a  subsidiary  or  parent of the
Company. Notwithstanding any other provision of the Agreement, the Company shall
not be obligated to indemnify  Indemnitee  for Expenses,  judgments,  fines,  or
amounts paid in settlement, which have been paid directly to Indemnitee by D & O
Insurance.  If the Company has D & O Insurance in effect at the time the Company
receives from  Indemnitee any notice of the  commencement  of a Proceeding,  the
Company shall give prompt notice of the  commencement  of such Proceeding to the
insurers in accordance with the procedures set forth in the policy.  The Company
shall  thereafter take all necessary or desirable  action to cause such insurers
to pay,  on  behalf  of  Indemnitee,  all  amounts  payable  as a result of such
Proceeding in accordance with the terms of such policy.

     10. Exceptions to Indemnification.  Notwithstanding any provision herein to
the contrary,  the Company  shall not be obligated  pursuant to the term of this
Agreement:

     (a) To  indemnify  or advance  Expenses to the  Indemnitee  with respect to
proceedings or claims initiated or brought voluntarily by the Indemnitee and not
by way of defense,  except with respect to  Proceedings  brought to establish or
enforce a right to indemnification  under this Agreement or any other Statute or
law or otherwise as required under Section 78.751,  but such  indemnification or
advancement  of expenses may be provided by the Company in specific cases if the
Board of Directors finds it to be appropriate; or



                                       10
<PAGE>

     (b) To indemnify the Indemnitee for any Expenses incurred by the Indemnitee
with  respect  to any  proceeding  instituted  by the  Indemnitee  to enforce or
interpret this Agreement,  if a court of competent jurisdiction  determines that
each of the material  assertions  made by the Indemnitee in such  proceeding was
not made in good faith or was frivolous; or

     (c) To indemnify the  Indemnitee  under this Agreement for any amounts paid
in  settlement  of a Proceeding  effected  within seven (7) calendar  days after
delivery  by  the  Indemnitee  to the  Company  of the  notice  provided  for in
Paragraph 5(a) hereof unless the Company consents to such settlement; or

     (d) To indemnify the Indemnitee on account of any  Proceeding  with respect
to (i) remuneration  paid to Indemnitee if it is determined by final judgment or
other final  adjudication  that such  remuneration was in violation of law, (ii)
which final  judgment is rendered  against the  Indemnitee  for an accounting of
profits  made from the  purchase  or sale by  Indemnitee  of  securities  of the
Company  pursuant to the provisions of Section 16(b) of the Securities  Exchange
Act of 1934, as amended,  or similar  provisions of any federal,  state or local
statute,  or (iii)  which it is  determined  by final  judgment  or other  final
adjudication  that the  Indemnitee  defrauded  or  stole  from  the  Company  or
converted  to his own  personal use and benefit  business or  properties  of the
Company or was otherwise knowingly dishonest.

     11.  Duration and  Interpretation  of Agreement.  It is understood that the
parties  hereto intend this  Agreement to be  interpreted  and enforced so as to
provide indemnification to the Indemnitee to the fullest extent now or hereafter
permitted by law. This Agreement shall continue so long as the Indemnitee  shall
be subject to any possible Proceeding by reason of the fact that he is or was an
Agent and shall be  applicable  to  Proceedings  commenced  or  continued  after
execution of this Agreement,  whether  arising from acts or omissions  occurring
before or after such execution.

     12. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever,  (i) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Agreement (including, without limitation, all portions of any paragraphs of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired  thereby,  and (ii) to the fullest extent
possible,  the provisions of this Agreement  (including without limitation,  all
portions of any paragraph of this  Agreement  containing any such provision held
to be  invalid,  illegal  or  unenforceable  (that are not  themselves  invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by



                                       11
<PAGE>

the  provisions  held invalid,  illegal or  unenforceable  and to give effect to
paragraph 11 hereof.

     13.  Modification and Waiver.  No supplement,  modification or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the
parties  hereto.  No waiver of any of the provisions of this Agreement  shall be
deemed or shall  constitute  a waiver of any  provision  hereof  (whether or not
similar) nor shall such waiver constitute a continuing waiver.

     14.  Successor and Assigns.  The terms of this  Agreement  shall be binding
upon the Company and its  successors  and assigns and shall inure to the benefit
of   Indemnitee   and  his  spouse,   assigns,   heirs,   devisees,   executors,
administrators and other legal representatives.

     15.  Notices.  All  notices or other  communications  provided  for by this
Agreement shall be made in writing and shall be deemed  properly  delivered when
(i) delivered personally or by messenger (including air courier), or (ii) by the
mailing of such notice to the party  entitled  thereto,  registered or certified
mail,  postage  prepaid to the parties at the  following  addresses  (or to such
other addresses designated in writing by one party to the other):

                          Company:     TCSI Corporation
                                       1080 Marina Village Parkway
                                       Alameda, CA 94501
                                       Attention:  President and Chief Executive
                                       Officer


                          Indemnitee:
                                       -----------------------------------------

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

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

     16.  Governing Law. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada.

     17. Consent of  Jurisdiction.  The Company and the  Indemnitee  each hereby
irrevocably consent to the jurisdiction of the courts of the State of Nevada for
all purposes in connection with any action or Proceeding  which arises out of or
relates  to this  Agreement  and agree  that any  action  instituted  under this
Agreement shall be brought only in the state courts of the State of Nevada.

     18. In the event of payment  under this  Agreement,  the  Company  shall be
subrogated to the extent of such payment to all of the rights of recovery



                                       12
<PAGE>

of  Indemnitee,  who shall execute all documents  required and shall do all acts
that  may be  necessary  to  secure  such  rights  and  to  enable  the  Company
effectively to bring suit to enforce such rights.

     19. This  Agreement  may be executed in one or more  counterparts,  each of
which will be deemed an original but both of which together will  constitute one
and the same instrument.



                                       13
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have duly executed this Indemnity
Agreement as of the date first above written.

                                       Company:
                                       TCSI Corporation


                                       By:
                                       -----------------------------------------

                                       Indemnitee:

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

                                       14

</TEXT>
</DOCUMENT>
