AMERICAN PULP EXCHANGE INC
EXHIBIT 10.9
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<TYPE>EX-10.9
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<FILENAME>v85915exv10w9.txt
<DESCRIPTION>EXHIBIT 10.9
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                                                                    EXHIBIT 10.9

                               INDEMNITY AGREEMENT

      THIS AGREEMENT is entered into as of November 9, 2002, between American
Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Robert C.
Guccione, an individual resident of New York ("Indemnitee").

                                    RECITALS

      A. The Company believes that it is essential to its best interests to
attract and retain highly capable individuals to serve as directors, officers,
and agents of the Company.

      B.    Indemnitee is or has been selected to be a director, officer,
and/or agent of the Company.

      C. The Company and Indemnitee recognize the increased risk of litigation
and other claims being asserted against directors, officers, and other agents of
corporations.

      D. In recognition of Indemnitee's need for substantial protection against
personal liability, in order to enhance Indemnitee's service to the Company, and
in order to induce Indemnitee provide services to the Company as a director,
officer, and/or agent, the Company wishes to provide in this Agreement for the
indemnification of and the advancing of Expenses to Indemnitee to the fullest
extent permitted by law and as set forth in this Agreement and, to the extent
applicable insurance is maintained, for the coverage of Indemnitee under the
Company's policies of directors' and officers' liability insurance.

      IN CONSIDERATION of the foregoing and of Indemnitee's providing services
to the Company directly or, at its request, with another enterprise, the parties
agree as follows:

Section 1.  DEFINITIONS.

      A.    Board.  The board of directors of the Company.

      B.    Change in Control.  A state of affairs that shall be deemed to
have occurred if:

            (i)   any Person is or becomes the "beneficial owner" (as that term
                  is defined in Rule 13d-3 under the Securities Exchange Act of
                  1934, as amended (the "Exchange Act")), directly or
                  indirectly, of securities representing 20 percent or more of
                  the total voting power of the Company's then-outstanding
                  Voting Securities; or

            (ii)  during any period of two consecutive years, individuals who,
                  at the beginning of such period, constitute the Board,
                  together with any new director whose election by the Board or
                  nomination for election by the Company's shareholders was
                  approved by a vote of at least two-thirds of the directors
                  then in office who either were directors at the beginning of



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                  the two-year period, or whose election or nomination was
                  previously so approved, cease for any reason to constitute a
                  majority of the Board;

            (iii) the shareholders of the Company approve a merger or
                  consolidation of the Company with any other corporation, other
                  than a merger or a consolidation that would result in the
                  Voting Securities of the Company outstanding immediately prior
                  to such merger or consolidation continuing to represent
                  (either by remaining outstanding or by being converted into
                  Voting Securities of the surviving entity) at least 80 percent
                  of the total voting power represented by the Voting Securities
                  of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation; or

            (iv)  the shareholders of the Company approve a plan of complete
                  liquidation of the Company, or an agreement for the sale or
                  disposition by the Company (whether in one transaction or a
                  series of transactions), of all or substantially all of the
                  Company's assets.

      C.    Expenses.

            (i)   any expense, liability, or loss, including attorney fees,
                  judgments, fines, ERISA excise taxes and penalties, and
                  amounts paid or to be paid in settlement;

            (ii)  any interest, assessments, or other charges imposed on any
                  of the items in part (i) of this subsection (c); and

            (iii) any federal, state, local, or foreign taxes imposed as a
                  result of the actual or deemed receipt of any payments under
                  this Agreement paid or incurred in connection with
                  investigating, defending, being a witness in, participating in
                  (including on appeal), or preparing for any of the foregoing
                  in any proceeding relating to any Indemnifiable Event.

      D.    Indemnifiable Event.  Any event or occurrence that takes place
either before or after the execution of this Agreement and that is related to:

            (i)   the fact that Indemnitee is or was a director or an officer
                  of the Company, or while a director or officer is or was
                  serving at the request of the Company as a director,
                  officer, employee, trustee, agent, or fiduciary of another
                  foreign or domestic corporation, partnership, joint
                  venture, employee benefit plan, trust, or other enterprise,
                  or was a director, officer, employee, or agent, of a
                  foreign or domestic corporation that was a predecessor
                  corporation of the Company or another enterprise at the
                  request of such predecessor corporation; or


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            (ii)  anything done or not done by Indemnitee in any such capacity,
                  whether or not the basis of the proceeding is an alleged
                  action in an official capacity as a director, officer,
                  employee, or agent, or in any other capacity while serving as
                  a director, officer, employee, or agent of the Company, as
                  described in this subsection (d).

      E.    Independent Counsel.  The Person or body appointed in connection
with Section 3.

      F. Person. "Person" (as that term is used in Sections 13(d) and 14(d)
of the Exchange Act) other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company acting in such capacity, or a
corporation owned directly or indirectly by the shareholders of the Company in
substantially the same proportions as their ownership of shares of the Company
at the date of this Agreement.

      G.    Participant.  A Person who is a party to, or a witness a or
participant (including on appeal) in, a proceeding.

      H.    Potential Change in Control.  A state of affairs that shall be
deemed to exist if:

            (i)   the Company enters into an agreement or arrangement, the
                  consummation of which would result in the occurrence of a
                  Change in Control;

            (ii)  any Person (including the Company) announces publicly an
                  intention to take or to consider taking actions that, if
                  consummated, would constitute a Change in Control;

            (iii) any Person who is or becomes the beneficial owner, directly or
                  indirectly, of securities of the Company representing 10
                  percent or more of the combined voting power of the Company's
                  then - outstanding Voting Securities, increases his or her
                  beneficial ownership of such securities by 5 percent or more
                  over the percentage owned by such Person on the date of this
                  Agreement; or

            (iv)  the Board adopts a resolution to the effect that, for purposes
                  of this Agreement, a potential Change in Control has occurred.

      I.    Proceeding.  Any threatened, pending, or completed action, suit,
or proceeding, or any inquiry, hearing, or investigation, whether conducted
by the Company or any other party, that Indemnitee in good faith believes
might lead to the institution of any such action, suit, or proceeding,
whether civil, criminal, administrative, investigative, or other.

      J.    Reviewing Party.  The Person or body appointed in accordance with
Section 3.

      K.    Voting Securities.  Any securities of the Company that have the
right to vote

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generally in the election of directors.

Section 2.  AGREEMENT TO INDEMNIFY.

      A. General Agreement. In the event Indemnitee was, is, or becomes a
Participant in, or is threatened to be made a Participant in, a proceeding by
reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee from and against any and all Expenses to the fullest extent
permitted by law, as the same exists or may hereafter be amended or interpreted
(but in the case of any such amendment or interpretation, only to the extent
that such amendment or interpretation permits the Company to provide broader
indemnification rights than were permitted prior thereto). The parties hereto
intend that this Agreement shall provide for indemnification in excess of that
expressly permitted by statute, including, without limitation, any
indemnification provided by the Company's articles of incorporation, its bylaws,
a vote of its shareholders or disinterested directors, or applicable law.

      B.    Initiation of Proceeding.  Notwithstanding anything in this
Agreement to the contrary, Indemnitee shall not be entitled to
indemnification under this Agreement in connection with any proceeding
initiated by Indemnitee against the Company or any director or officer of the
Company unless:

            (i)   the Company has joined in or the Board has consented to the
                  initiation of such proceeding;

            (ii)  the proceeding is one to enforce indemnification rights
                  under Section 5; or

            (iii) the proceeding is instituted after a Change in Control and
                  Independent Counsel has approved its initiation.

      C. Expense Advances. If so requested by Indemnitee, the Company shall,
within 10 business days after such request, advance all Expenses to Indemnitee
(an "Expense Advance"). Notwithstanding the foregoing, to the extent that the
Reviewing Party determines that Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by Indemnitee for all such amounts, and Indemnitee hereby agrees to reimburse
the Company promptly for the same. If Indemnitee has commenced legal proceedings
in a court of competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, as provided in Section 4, any
determination made by the Reviewing Party that Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding, and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a
final judicial determination is made with respect thereto and all rights of
appeal therefrom have been exhausted or have lapsed. Indemnitee's obligation to
reimburse the Company for Expense Advances shall be unsecured, and no interest
shall be charged thereon.

      D. Mandatory Indemnification. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits in
defense of any proceeding relating in whole or in part to an Indemnifiable Event
or in defense of any issue or

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matter in such proceeding, Indemnitee shall be indemnified against all Expenses
incurred in connection therewith.

      E.    Partial Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for a portion
of Expenses, but not for the total amount of Expenses, the Company shall
indemnify Indemnitee for the portion to which Indemnitee is entitled.

      F. Prohibited Indemnification. No indemnification under this Agreement
shall be paid by the Company on account of any proceeding in which judgment is
rendered against Indemnitee for an accounting of profits made from the purchase
or sale by Indemnitee of securities of the Company under section 16(b) of the
Exchange Act, or similar provisions of any federal, state, or local laws.

Section 3.  REVIEWING PARTY.

      Before any Change in Control occurs the Reviewing Party shall be any
appropriate Person or body consisting of a member or members of the Board or any
other Person or body appointed by the Board who is not a party to the proceeding
for which Indemnitee is seeking indemnification; after a Change in Control, the
Reviewing Party shall be the Independent Counsel. On all matters arising after a
Change in Control (other than a Change in Control approved by a majority of the
directors of the Board who were directors immediately before such Change in
Control) concerning the rights of Indemnitee to indemnity payments and Expense
Advances under this Agreement, any other agreement, applicable law, or the
Company's articles of incorporation or bylaws now or hereafter in effect
relating to indemnification for Indemnifiable Events, the Company shall seek
legal advice only from Independent Counsel selected by Indemnitee and approved
by the Company (which approval shall not be unreasonably withheld), and who has
not otherwise performed services for the Company or the Indemnitee (other than
in connection with indemnification matters) within the last five years. The
Independent 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. Such counsel, among other
things, shall render a written opinion to the Company and Indemnitee on whether
and to what extent Indemnitee should be permitted to be indemnified under
applicable law. The Company agrees to pay the reasonable fees of the Independent
Counsel and to indemnify fully such counsel against any and all Expenses,
including attorney fees, claims, liabilities, loss, and damages arising out of
or relating to this Agreement or the engagement of Independent Counsel under
this Agreement.

Section 4.  INDEMNIFICATION PROCESS AND APPEAL.

      A. Indemnification Payment. Indemnitee shall receive indemnification of
Expenses from the Company in accordance with this Agreement as soon as
practicable after Indemnitee has made written demand on the Company for
indemnification, unless the Reviewing Party has given a written opinion to the
Company that Indemnitee is not entitled to indemnification under this

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Agreement or applicable law.

      B. Suit To Enforce Rights. Regardless of any action by the Reviewing
Party, if Indemnitee has not received full indemnification within 30 days after
making a demand in accordance with Section 4(a), Indemnitee shall have the right
to enforce its indemnification rights under this Agreement by commencing
litigation in any court in the State of Florida seeking an initial determination
by the court or challenging any determination by the Reviewing Party or any
aspect thereof. The Company hereby consents to service of process and to appear
in any such proceeding. Any determination by the Reviewing Party not challenged
by Indemnitee shall be binding on the Company and Indemnitee. The remedy
provided for in this Section 4 shall be in addition to any other remedies
available to Indemnitee in law or equity.

      C. Defense to Indemnification, Burden of Proof, and Presumptions. It shall
be a defense to any action brought by Indemnitee against the Company to enforce
this Agreement (other than an action brought to enforce a claim for Expenses
incurred in defending a proceeding in advance of its final disposition when the
required undertaking has been tendered to the Company) that it is not
permissible, under this Agreement or applicable law, for the Company to
indemnify Indemnitee for the amount claimed. In connection with any such action
or any determination by the Reviewing Party or otherwise on whether Indemnitee
is entitled to be indemnified under this Agreement, the burden of proving such a
defense or determination shall be on the Company. Neither the failure of the
Reviewing Party or the Company (including its Board, independent legal counsel,
or its shareholders) to have made a determination before the commencement of
such action by Indemnitee that indemnification is proper under the circumstances
because the Indemnitee has met the standard of conduct set forth in applicable
law, nor an actual determination by the Reviewing Party or the Company
(including its Board, independent legal counsel, or its shareholders) that
Indemnitee had not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the Indemnitee has not met the
applicable standard of conduct. For purposes of this Agreement, the termination
of any claim, action, suit, or proceeding, by judgment, order, settlement
(whether with or without court approval), conviction, or on a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable
law.

Section 5.  INDEMNIFICATION FOR EXPENSES INCURRED IN ENFORCING RIGHTS.

      The Company shall indemnify Indemnitee against any and all Expenses. If
requested by Indemnitee, the Company shall, within 10 business days after such
request, advance to Indemnitee such Expenses as are incurred by Indemnitee in
connection with any claim asserted against or action brought by Indemnitee for:

      A.    Indemnification of Expenses or advances of Expenses by the
Company under this Agreement, or any other agreement, or under applicable
law, or the Company's articles of incorporation or bylaws now or hereafter in
effect relating to indemnification for Indemnifiable Events, and/or


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      B.    Recovery under directors' and officers' liability insurance
policies maintained by the Company, for amounts paid in settlement if the
Independent Counsel has approved the settlement.

      The Company shall not settle any proceeding in any manner that would
impose any penalty or limitation on Indemnitee without Indemnitee's written
consent. Neither the Company nor Indemnitee will unreasonably withhold its
consent to any proposed settlement. The Company shall not be liable to indemnify
Indemnitee under this Agreement with regard to any judicial award if the Company
was not given a reasonable and timely opportunity, at its Expense, to
participate in the defense of such action; however, the Company's liability
under this Agreement shall not be excused if participation in the proceeding by
the Company was barred by this Agreement.

Section 6.  ESTABLISHMENT OF TRUST.

      In the event of a Change in Control or a potential Change in Control, the
Company shall, on written request by Indemnitee, create a trust for the benefit
of Indemnitee ("the Trust") and from time to time on written request of
Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all
Expenses reasonably anticipated at the time of each such request to be incurred
in connection with investigating, preparing for, participating in, and/or
defending any proceeding relating to an Indemnifiable Event. The amount or
amounts to be deposited in the Trust under the foregoing funding obligation
shall be determined by the Reviewing Party. The terms of the Trust shall provide
that on a Change in Control:

      (a) The Trust shall not be revoked or the principal invaded without the
written consent of Indemnitee.

      (b) The Trustee shall be chosen by Indemnitee subject to approval by the
Company. The Trustee shall advance, within 10 business days after a request by
Indemnitee, all Expenses to the Indemnitee (provided that Indemnitee hereby
agrees to reimburse the Trust under the same circumstances for which Indemnitee
would be required to reimburse the Company under Section 2(c) of this
Agreement).

      (c) The Trust shall continue to be funded by the Company in accordance
with the funding obligation set forth in this Section 6.

      (d) The Trustee shall promptly pay to Indemnitee all amounts for which
Indemnitee shall be entitled to indemnification under this Agreement or
otherwise.

      (e) All unexpended funds in the Trust shall revert to the Company on a
final determination by the Reviewing Party or a court of competent jurisdiction
that Indemnitee has been fully indemnified under the terms of this Agreement.

      Nothing in this Section 6 shall relieve the Company of any of its
obligations under this

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Agreement. All income earned on the assets held in the Trust shall be reported
as income by the Company for federal, state, local, and foreign tax purposes.
The Company shall pay all costs of establishing and maintaining the Trust and
shall indemnify the Trustee against any and all Expenses, including attorney
fees, claims, liabilities, losses, and damages arising out of or relating to
this Agreement or the establishment and maintenance of the Trust.

Section 7.  NON-EXCLUSIVITY.

      The rights of Indemnitee under this Agreement shall be in addition to any
other rights Indemnitee may have under the Company's articles of incorporation,
bylaws, applicable law, or otherwise. To the extent that a change in applicable
law (whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Company's articles of
incorporation, bylaws, applicable law, or this Agreement, it is the intent of
the parties that Indemnitee enjoy by this Agreement the greater benefits
afforded by such change.

Section 8.  LIABILITY INSURANCE.

      To the extent the Company maintains an insurance policy or policies
providing directors' and officers' liability insurance, Indemnitee shall be
covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available for any Company director or
officer.

Section 9.  PERIOD OF LIMITATIONS.

      No legal action shall be brought, and no cause of action shall be
asserted, by or on behalf of the Company or any affiliate of the Company against
Indemnitee, Indemnitee's spouse, heirs, executors, or Personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, or such longer period as may be required by state law
under the circumstances. Any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such period; provided, however, that if
any shorter period of limitations is otherwise applicable to any such cause of
action, the shorter period shall govern.

Section 10. AMENDMENT OF THIS AGREEMENT.

      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 operate as a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver. Except as specifically provided herein, no failure to
exercise or any delay in exercising any right or remedy hereunder shall
constitute a waiver thereof.

Section 11. SUBROGATION.

      In the event of payment under this Agreement, the Company shall be
subrogated to the

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extent of such payment to all rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Company effectively to bring suit to enforce such rights.

Section 12. NO DUPLICATION OF PAYMENTS.

      The Company shall not be liable under this Agreement to make any payment
in connection with any claim made against Indemnitee to the extent Indemnitee
has otherwise received payment (under any insurance policy, bylaw, or otherwise)
of the amounts otherwise indemnifiable under this Agreement.

Section 13. BINDING EFFECT.

      This Agreement shall be binding on and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any
direct or indirect successor by purchase, merger, consolidation, or otherwise to
all or substantially all of the business and/or assets of the Company), assigns,
spouses, heirs, and personal and legal representatives. The Company shall
require and cause any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all, substantially all, or a substantial
part of the business and/or assets of the Company, by written agreement in form
and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place. The
indemnification provided under this Agreement shall continue for Indemnitee for
any action taken or not taken while serving in an indemnified capacity
pertaining to an Indemnifiable Event even though Indemnitee may have ceased to
serve in such capacity at the time of any proceeding.

Section 14. SEVERABILITY.

      If any portion of this Agreement shall be held by a court of competent
jurisdiction to be invalid, void, or otherwise unenforceable, the remaining
provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of this Agreement containing any
provision held to be invalid, void, or otherwise unenforceable, that is not
itself invalid, void, or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, void, or unenforceable.

Section 15. GOVERNING LAW.

      This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida applicable to contracts made
and to be performed in such State without giving effect to the principles of
conflicts of laws.

Section 16. NOTICES.


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      All notices, demands, and other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered by hand, against receipt, or mailed, postage prepaid, certified or
registered mail, return receipt requested, and addressed to the Company at:

      American Pulp Exchange, Inc.
      11 Penn Plaza
      New York City, New York  10001

      and to Indemnitee at:

      General Media International, Inc.
      Attn:  Robert C. Guccione
      11 Penn Plaza
      New York City, New York 10001

      Notice of change of address shall be effective only when given in
accordance with this section. All notices complying with this section shall be
deemed to have been received on the date of delivery or on the third business
day after mailing.

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       IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day specified above.


                                          AMERICAN PULP EXCHANGE, INC.
                                          a Florida corporation

                                          By:   s/s Charles Samel
                                                Charles Samel
                                                Executive Vice President


                                          "INDEMNITEE":

                                          s/s  R. Guccione
                                          Robert C. Guccione







                     [SIGNATURE PAGE TO INDEMNITY AGREEMENT]


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