YOUNG INNOVATIONS INC
INDEMNITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>a2086651zex-10_6.txt
<DESCRIPTION>INDEMNITY AGREEMENT
<TEXT>
<Page>

Exhibit 10.6
                               INDEMNITY AGREEMENT

          This Indemnity Agreement, dated as of May __, 2002 is made by and
between Young Innovations, Inc., a Missouri corporation (the "Company") and
_______ (the "Indemnitee").

                                    RECITALS

          A.     The Company is aware that competent and experienced persons are
increasingly reluctant to serve as directors or officers of corporations unless
they are protected by adequate indemnification, due to increased exposure to
litigation costs and risk 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 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,
reliable knowledge of legal risks to which they are exposed or information
regarding the proper course of action to take;

          C.     Plaintiffs often seek damages in such large amounts and the
costs of litigation may be so great (whether or not the case is meritorious),
that the defense and/or settlement of such litigation is usually beyond the
personal resources of directors and officers;

          D.     Based upon their experience as business managers, the Board of
Directors of the Company (the "Board") has concluded that, to retain and attract
talented and experienced individuals to serve as officers and directors of the
Company and its "subsidiaries" (as defined in Section 1 below) and to encourage
such individuals to take the business risks necessary for the success of the
Company and its subsidiaries, it is necessary for the Company to contractually
indemnify its directors and certain of its officers, and the directors and
certain of the officers of its subsidiaries, and to assume for itself maximum
liability for expenses and damages in connection with claims against such
officers, and directors in connection with their service to the Company and its
subsidiaries, and has further concluded that the failure to provide such
contractual indemnification could result in great harm to the Company and its
subsidiaries and the Company's shareholders;

          E.     Section 351.355 of the General and Business Corporation Law of
Missouri ("Section 351.355"), which is applicable to the Company, empowers the
Company to indemnify by agreement its officers, directors, employees and agents,
and persons who serve at the request of the Company as the directors, officers,
employees or agents of other corporations, partnerships, joint ventures, trusts
or enterprises, and expressly provides that the indemnification provided by
Section 351.355 is not exclusive; and

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          F.     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
of its subsidiaries free from undue concern for claims for damages arising out
of or related to such services to the Company and/or one or more of its
subsidiaries.

          NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

          1.     DEFINITIONS. For the purposes of this Agreement, the following
terms shall have the meanings set forth below:

                 (a)   AGENT. "agent" means any person who (i) is or was a
          director, officer, employee, or other agent of the Company or a
          subsidiary of the Company, or (ii) is or was serving at the request
          of, for the convenience of, or to represent the "interest of the
          Company" or a subsidiary of the Company as a director, officer,
          employee or agent of another foreign or domestic corporation,
          partnership, joint venture, trust or other enterprise.

                 (b)   CONTROLLED. "controlled" means subject to the power to
          exercise a controlling influence over the management or policies of a
          corporation, partnership, joint venture, trust or other entity.

                 (c)   EXPENSES. "expenses" includes all direct and indirect
          costs of any type or nature whatsoever (including, without limitation,
          all reasonable attorneys' fees and related disbursements, other
          out-of-pocket costs and reasonable compensation for time spent by the
          Indemnitee for which he is not otherwise compensated by the Company or
          any third party) actually and reasonably incurred by the Indemnitee in
          connection with either the investigation, defense, settlement or
          appeal of, or otherwise related to a proceeding or establishing or
          enforcing a right to indemnification under this Agreement, Section
          351.355 or otherwise.

                 (d)   PROCEEDING. "proceeding" means any threatened, pending,
          or completed action, suit or other proceeding, whether civil,
          criminal, administrative, investigative or any other type whatsoever.

                 (e)   SUBSIDIARY. "subsidiary" means (i) any corporation of
          which 50% or more of the outstanding voting securities are owned
          directly or indirectly by the Company, or which is otherwise
          controlled by the Company, and (ii) any partnership, joint venture,
          trust, limited liability company or other entity of which 50% or more
          of the equity interest is owned directly or indirectly by the Company,
          or which is otherwise controlled by the Company.

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          2.     AGREEMENT TO SERVE. The Indemnitee agrees to serve and/or
continue to serve as an agent of the Company, at its will (or under separate
agreement, if such agreement exists), in the capacity Indemnitee currently
serves as an agent of the Company; provided, however, that nothing contained in
this Agreement is intended to or shall (i) restrict the ability of the
Indemnitee to resign at any time and for any reason from its current position,
(ii) create any right to continued employment of the Indemnitee in its current
or any other position, or (iii) restrict the ability of the Company to terminate
the employment or agency of Indemnitee at any time and for any reason.

          3.     INDEMNIFICATION AS AGENT.

                 a.    THIRD PARTY ACTIONS. If the Indemnitee was or is a party
          or is threatened to be made a party to any proceeding (other than an
          action by or in the right of the Company) by reason of the fact that
          he is or was an agent of the Company, or by reason of anything done or
          not done by him in any such capacity or otherwise at the request of
          the Company or any of its officers, directors, or shareholders, the
          Company shall indemnify the Indemnitee against any and all expenses
          and liabilities of any type whatsoever (including, but not limited to,
          judgments, fines, excise taxes, penalties and amounts paid in
          settlement) actually and reasonably incurred by him in connection with
          the investigation, defense, settlement or appeal of, or otherwise
          related to 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, with respect to any criminal action or
          proceeding, if he had no reasonable cause to believe his conduct was
          unlawful.

                 b.    DERIVATIVE ACTIONS. If the Indemnitee was or is a party
          or is threatened to be made a party to any proceeding by or in the
          right 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
          anything done or not done by him in any such capacity, the Company
          shall indemnify the Indemnitee against any amounts paid in settlement
          of any such proceeding and any and all expenses (including attorneys'
          fees) actually and reasonably incurred by him in connection with the
          investigation, defense, settlement, or appeal of, or otherwise related
          to 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; EXCEPT that no indemnification under this subsection
          shall be made with respect to any claim, issue or matter as to which
          such person has been finally adjudged to have been liable to the
          Company, unless and only to the extent that the court in which such
          proceeding was brought shall determine upon application that, despite
          the adjudication of liability, but in view of all the circumstances of
          the case, such person is fairly and reasonably entitled to indemnity
          for such expenses as the court shall deem proper.

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                 c.    OTHER ACTIONS AND AMENDMENTS. In addition to the
          indemnification provided above, the Company shall indemnify Indemnitee
          to the fullest extent now or hereafter permitted by law, with respect
          to any expenses and liabilities of any type whatsoever arising because
          the Indemnitee was or is a party or is threatened to be made a party
          to any proceeding by reason of the fact that he is or was an agent of
          the Company, or by reason of anything done or not done by him in any
          such capacity or otherwise at the request of the Company or any of its
          officers, directors, or shareholders. If the General and Business
          Corporation Law of Missouri (the "Act") is amended after the date
          hereof to permit the Company to indemnify Indemnitee for expenses or
          liabilities, or to indemnify Indemnitee with respect to any action or
          proceeding, not contemplated by this Agreement, then this Agreement
          (without any further action by either party hereto) shall
          automatically be deemed to be amended to require that the Company
          indemnify Indemnitee to the fullest extent permitted by the Act.

          4.     INDEMNIFICATION AS WITNESS. Notwithstanding any other provision
of this Agreement, to the extent the Indemnitee is, by reason of the fact that
he is or was an agent of the Company, a witness in any proceeding, the
Indemnitee shall be indemnified against any and all expenses actually and
reasonably incurred by or for him in connection therewith.

          5.     ADVANCEMENT OF EXPENSES. Subject to Section 8(a) below, the
Company shall advance all expenses actually and reasonably incurred by the
Indemnitee in connection with the investigation, defense, settlement or appeal
of, or otherwise related to 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. Indemnitee hereby agrees to repay such amounts
advanced, without interest, only if, and to the extent that, it shall ultimately
be determined pursuant to Section 7 below that the Indemnitee is not entitled to
be indemnified by the Company. The advances to be made hereunder shall be paid
by the Company to the Indemnitee within ten (10) days following delivery of a
written request therefor by the Indemnitee to the Company.

          6.     INDEMNIFICATION PROCEDURES.

          (a)    NOTICE BY INDEMNITEE. 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 from the Company under
     this Agreement, notify the Company of the commencement or threat of
     commencement thereof; provided that the failure to give such notice shall
     not impair Indemnitee's rights under this Agreement.

          (b)    NOTICE TO INSURER. If, at the time of the receipt of a notice
     of the commencement of a proceeding pursuant to Section 6(a) above, the
     Company has

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     in effect an insurance policy or policies providing directors' and
     officers' liability insurance, the Company shall give prompt notice of the
     commencement of such proceeding to the insurers in accordance with the
     procedures set forth in the respective policies. The Company shall
     thereafter take all necessary or desirable action to cause such insurers to
     pay, on behalf of the Indemnitee, all amounts payable as a result of such
     proceeding in accordance with the terms of such policies.

          (c)    ASSUMPTION OF DEFENSE. In the event the Company shall be
     obligated to pay the expenses of the Indemnitee with respect to any
     proceeding, the Company shall be entitled to assume the defense of such
     proceeding, with counsel of its choosing, upon the delivery to the
     Indemnitee of written notice of its election so to do. After delivery of
     such notice, the Company will not be liable to the Indemnitee under this
     Agreement for any fees and expenses of counsel which are subsequently
     incurred by the Indemnitee with respect to the same proceeding; provided,
     however, that the Indemnitee shall have the right to employ his counsel in
     any such proceeding at the Indemnitee's expense; and provided further, that
     if (i) the employment of counsel by the Indemnitee has been previously
     authorized by the Company, or (ii) the Indemnitee shall have reasonably
     concluded that there may be a conflict of interest between the Company and
     the Indemnitee in the conduct of any such defense, or (iii) the Company
     shall not, in fact, have employed counsel to assume the defense of such
     proceeding, then, in any such case, the fees and expenses of Indemnitee's
     counsel shall be at the expense of the Company.

          (d)    SUBROGATION. 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 of the Indemnitee. Indemnitee shall execute all
     documents required and shall do everything that may be necessary to secure
     such rights, including the execution of such documents necessary to enable
     the Company to effectively bring suit to enforce such rights.

          7.     DETERMINATION OF RIGHT TO INDEMNIFICATION.

          (a)    SUCCESSFUL PROCEEDING. To the extent the Indemnitee has been
     successful, on the merits or otherwise, in the defense of any proceeding
     referred to in Section 3 above, the Company shall indemnify the Indemnitee
     against any and all expenses actually and reasonably incurred by him in
     connection therewith. If Indemnitee is not wholly successful in such
     proceeding but is successful, on the merits or otherwise, as to one or more
     but less than all claims, issues or matters in such proceeding, the Company
     shall indemnify Indemnitee against any and all expenses actually and
     reasonably incurred by or for him in connection with each successfully
     resolved claim, issue or matter. For purposes of this Section 7(a), the
     termination of any proceeding, or any claim, issue or matter in such a
     proceeding, by dismissal, with or without prejudice, shall be deemed to be
     a successful result as to such proceeding, claim, issue or matter, so long
     as there has been no finding (either adjudicated or pursuant to Section
     7(c) below) that Indemnitee (i) did not act

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     in good faith, or (ii) did not act in a manner reasonably believed to be
     in, or not opposed to, the best interests of the Company, or (iii) with
     respect to any criminal proceeding, had reasonable grounds to believe his
     conduct was unlawful.

          (b)    OTHER PROCEEDING. In the event that Section 7(a) above is
     inapplicable, or applicable only in part, the Company shall nevertheless
     indemnify the Indemnitee unless, and only to the extent that, the Company
     shall prove by clear and convincing evidence to a forum listed in Section
     7(c) below that the Indemnitee has not met the applicable standard of
     conduct set forth in Section 3 above, if any, which entitles Indemnitee to
     such indemnification.

          (c)    FORUM IN EVENT OF DISPUTE. The Indemnitee shall be entitled to
     select the forum in which the validity of the Company's claim under Section
     7(b) hereof that the Indemnitee is not entitled to indemnification will be
     heard, from among the following:

                 (1)   a quorum of the Board consisting of directors who are not
          parties to the proceeding for which indemnification is being sought;

                 (2)   if a quorum of the Board is not obtainable (or, even if
          obtainable, if a quorum of the Board described in clause (i) above
          concurs), legal counsel (with no prior relationship to Indemnitee)
          selected by the Indemnitee, and reasonably approved by the Board,
          which counsel shall make such determination in a written opinion; or

                 (3)   the shareholders of the Company.

          (d)    SUBMISSION OF COMPANY'S CLAIM. As soon as practicable, and in
     no event later than thirty (30) days after written notice of the
     Indemnitee's choice of forum pursuant to Section 7(c) above, the Company
     shall, at its own expense, submit to the selected forum in such manner as
     the Indemnitee or the Indemnitee's counsel may reasonably request, its
     claim that the Indemnitee is not entitled to indemnification; and the
     Company shall act in the utmost good faith to assure the Indemnitee a
     complete opportunity to defend against such claim.

          (e)    APPEAL TO COURT. Notwithstanding a determination by any forum
     listed in Section 7(c) above that Indemnitee is not entitled to
     indemnification with respect to a specific proceeding, the Indemnitee shall
     have the right to apply to the court in which that proceeding is or was
     pending or any other court of competent jurisdiction, for the purpose of
     enforcing the Indemnitee's right to indemnification pursuant to this
     Agreement.

          (f)    INDEMNITY FOR EXPENSES IN ENFORCEMENT OF AGREEMENT.
     Notwithstanding any other provision in this Agreement to the contrary, the
     Company shall indemnify the Indemnitee against all expenses incurred by the
     Indemnitee in connection with any hearing or proceeding under this Section
     7

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     involving the Indemnitee and against all expenses incurred by the
     Indemnitee in connection with any other proceeding between the Company and
     the Indemnitee involving the interpretation or enforcement of the rights of
     the Indemnitee under this Agreement 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.

          8.     EXCEPTIONS.

          (a)    CLAIMS INITIATED BY INDEMNITEE. Any other provision herein to
     the contrary notwithstanding, the Company shall not be obligated pursuant
     to the terms of this Agreement 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 351.355, but such indemnification or
     advancement of expenses may be provided by the Company in specific cases if
     the Board finds it to be appropriate.

          (b)    LACK OF GOOD FAITH. Any other provision herein to the contrary
     notwithstanding, the Company shall not be obligated pursuant to the terms
     of this Agreement 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 frivolous or made in bad faith.

          (c)    UNAUTHORIZED SETTLEMENTS. Any other provision herein to the
     contrary notwithstanding, the Company shall not be obligated pursuant to
     the terms of this Agreement to indemnify the Indemnitee for any amount paid
     in settlement of a proceeding effected without the prior written consent of
     the Company. The Company agrees not to unreasonably withhold its consent to
     any settlement.

          (d)    NO DUPLICATIVE PAYMENT. The Company shall not be liable under
     this Agreement to make any payment of amounts otherwise indemnifiable
     hereunder if and to the extent that Indemnitee has otherwise actually
     received such payment under any insurance policy, contract, agreement or
     otherwise.

          9.     NON-EXCLUSIVITY. The provisions for indemnification and
advancement of expenses set forth 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 By-laws, the vote of the
Company's shareholders or disinterested directors, other agreements, or
otherwise, both as to action in his official capacity and as to action in
another capacity while occupying a position as an agent of the Company.

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          10.    INTERPRETATION OF AGREEMENT; SCOPE. 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. The benefits of this Agreement shall inure to the Indemnitee
both with respect to acts done or not done by him both before and after this
date.

          11.    BURDEN OF PROOF. In making a determination with respect to
entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement, and the Company shall have the burden of proof to overcome
that presumption in connection with the making by any person, persons or entity
of any determination contrary to that presumption.

          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 the
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 the provision held invalid, illegal or unenforceable and to give
effect to Section 10 hereof.

          13.    MODIFICATION AND WAIVER. Except as contemplated by Section
3(c), 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 other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.

          14.    SURVIVAL, SUCCESSORS AND ASSIGNS. The Indemnitee's rights under
this Agreement shall continue after the Indemnitee has ceased acting as an agent
of the Company. The terms of this Agreement shall be binding on and inure to the
benefit of the Company and its successors and assigns and shall be binding on
and inure to the benefit of Indemnitee and Indemnitee's heirs, executors and
administrators.

          15.    GENDER. The masculine, feminine or neuter pronouns used herein
shall be interpreted without regard to gender, and the use of the singular or
plural shall be deemed to include the other whenever the context so requires.

          16.    NOTICE. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee or (ii) if mailed by
certified or registered mail with postage prepaid, on the third business day
after the mailing date. Addresses for

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notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.

          17.    GOVERNING LAW. This Agreement shall be governed exclusively by
and construed according to the laws of the State of Missouri, as applied to
contracts between Missouri residents entered into and to be performed entirely
within Missouri.

          18.    CONSENT TO JURISDICTION. The Company and the Indemnitee each
hereby irrevocably consent to the jurisdiction of the courts of the State of
Missouri 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
Missouri.

          The parties hereto have entered into this Indemnity Agreement
effective as of the date first above written.

                                          Young Innovations, Inc.


                                          By:
                                             ----------------------------------
                                          Its:
                                              ---------------------------------
                                          Address: 13705 Shoreline Court East
                                                   Earth City, Missouri 63045


                                          INDEMNITEE:


                                          -------------------------------------
                                          Address:
                                                  -----------------------------
                                                  -----------------------------

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