Indemnification Agreement - Com21 Inc.


                                  COM21, INC.

                           INDEMNIFICATION AGREEMENT



         THIS AGREEMENT is made and entered into this 3 day of 2, 4 by and
between Com21, Inc., a Delaware corporation (the 'Company'), and 1 
('Indemnitee').

                                   RECITALS:

         A.      The Company and Indemnitee recognize the continued difficulty
in obtaining liability insurance for corporate directors, officers, employees,
controlling persons, agents and fiduciaries, the significant increases in the
cost of such insurance and the general reductions in the coverage of such
insurance.

         B.      The Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting directors, officers,
employees, controlling persons, agents and fiduciaries to expensive litigation
risks at the same time as the availability and coverage of liability insurance
has been severely limited.

         C.      The stockholders of the Company have adopted Bylaws (the
'Bylaws') providing for the indemnification of the officers, directors, agents
and employees of the Company to the maximum extent authorized by Section 145 of
the Delaware Corporations Code, as amended ('Code').

         D.      Indemnitee does not regard the current protection available
for the Company's directors, officers, employees, controlling persons, agents
and fiduciaries as adequate under the present circumstances, and Indemnitee and
other directors, officers, employees, controlling persons, agents and
fiduciaries of the Company may not be willing to serve or continue to serve in
such capacities without additional protection.

         E.      The Bylaws and the Code, by their non-exclusive nature, permit
contracts between the Company and the members of its Board of Directors with
respect to indemnification of such directors.

         F.      The Company (i) desires to attract and retain the involvement
of highly qualified individuals, such as Indemnitee, to serve the Company and,
in part, in order to induce Indemnitee to be involved with the Company and (ii)
wishes to provide for the indemnification and advancing of expenses to
Indemnitee to the maximum extent permitted by law.

         G.      In view of the considerations set forth above, the Company
desires that Indemnitee be indemnified by the Company as set forth herein.






                 NOW, THEREFORE, the Company and Indemnitee hereby agree as
follows:

                 1.       Indemnification of Indemnitee.

                          The Company hereby agrees to indemnify Indemnitee to
the fullest extent permitted by law, even if such indemnification is not
specifically authorized by the other provisions of this Agreement, the
Company's Certificate of Incorporation (the 'Certificate'), the Company's
Bylaws or by statute. In the event of any change after the date of this
Agreement in any applicable law, statute or rule which expands the right of a
Delaware corporation to indemnify a member of its Board of Directors or an
officer, employee, controlling person, agent or fiduciary, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to
indemnify a member of its Board of Directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder except as set forth
in Section 10(a) hereof.

                 2.       Additional Indemnity.  The Company hereby agrees to
hold harmless and indemnify the Indemnitee:

                          a. against any and all expenses incurred by
        Indemnitee, as set forth in Section 3(a) below; and

                          b. otherwise to the fullest extent not prohibited by
        the Certificate, the Bylaws or the Code.

                 3.       Indemnification Rights.

                          a.      Indemnification of Expenses.  The Company
shall indemnify and hold harmless Indemnitee, together with Indemnitee's
partners, affiliates, employees, agents and spouse and each person who controls
any of them or who may be liable within the meaning of Section 15 of the
Securities Act of 1933, as amended (the 'Securities Act'), or Section 20 of the
Securities Exchange Act of 1934, as amended (the 'Exchange Act'), to the
fullest extent permitted by law if Indemnitee was or is or becomes a party to
or witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Indemnitee and the Company believe might lead to
the institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a 'Claim') against any and all expenses (including
attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending, being a witness in or participating
in (including on appeal), or preparing to defend, be a witness in or
participate in, any such action, suit, proceeding, alternative dispute
resolution mechanism,





                                       2.


hearing, inquiry or investigation, judgments, fines, penalties and amounts paid
in settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of such Claim and any federal,
state, local or foreign taxes imposed on Indemnitee as a result of the actual
or deemed receipt of any payments under this Agreement (collectively,
hereinafter 'Expenses'), including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, incurred by
Indemnitee by reason of (or arising in part out of) any event or occurrence
related to the fact that Indemnitee is or was a director, officer, employee,
controlling person, agent or fiduciary of the Company, or any subsidiary of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, controlling person, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, or by
reason of any action or inaction on the part of Indemnitee while serving in
such capacity including, without limitation, any and all losses, claims,
damages, expenses and liabilities, joint or several (including any
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit, proceeding or any claim
asserted) under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, which relate directly
or indirectly to the registration, purchase, sale or ownership of any
securities of the Company or to any fiduciary obligation owed with respect
thereto (hereinafter an 'Indemnification Event').  Such payment of Expenses
shall be made by the Company as soon as practicable but in any event no later
than twenty-five (25) days after written demand by Indemnitee therefor is
presented to the Company.

                          b.      Reviewing Party.  Notwithstanding the
foregoing, (i) the obligations of the Company under Section 2 shall be subject
to the condition that the Reviewing Party (as described in Section 12(e)
hereof) shall not have determined (in a written opinion, in any case in which
the Independent Legal Counsel referred to in Section 3(c) hereof is involved)
that Indemnitee would not be permitted to be indemnified under applicable law,
and (ii) and Indemnitee acknowledges and agrees that the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to
Section 4(a) (an 'Expense Advance') shall be subject to the condition that, if,
when and 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 (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid; provided,
however, that if Indemnitee has commenced or thereafter commences legal
proceedings in a court of competent jurisdiction to secure a determination that
Indemnitee should be indemnified under applicable law, 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 (as to which all rights of appeal
therefrom have been exhausted or lapsed).  Indemnitee's obligation to reimburse
the Company for any Expense Advance shall be unsecured and no interest shall be
charged thereon.  If there has not been a Change in Control (as defined in
Section 12(c) hereof), the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control (other than a Change
in Control which has been approved by a majority of the Company's Board of





                                       3.


Directors who were directors immediately prior to such Change in Control), the
Reviewing Party shall be the Independent Legal Counsel referred to in Section
3(e) hereof.  If there has been no determination by the Reviewing Party or if
the Reviewing Party determines that Indemnitee substantively would not be
permitted to be indemnified in whole or in part under applicable law,
Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear
in any such proceeding.  Any determination by the Reviewing Party otherwise
shall be conclusive and binding on the Company and Indemnitee.

                          c.      Contribution.  If the indemnification
provided for in Section 3(a) above for any reason is held by a court of
competent jurisdiction to be unavailable to an Indemnitee in respect of any
losses, claims, damages, expenses or liabilities referred to therein, then the
Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the
amount paid or payable by Indemnitee as a result of such losses, claims,
damages, expenses or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and Indemnitee, or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company and Indemnitee in connection with the action or inaction which resulted
in such losses, claims, damages, expenses or liabilities, as well as any other
relevant equitable considerations.  In connection with the registration of the
Company's securities, the relative benefits received by the Company and
Indemnitee shall be deemed to be in the same respective proportions that the
net proceeds from the offering (before deducting expenses) received by the
Company and the Indemnitee, in each case as set forth in the table on the cover
page of the applicable prospectus, bear to the aggregate public offering price
of the securities so offered.  The relative fault of the Company and Indemnitee
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or
Indemnitee and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

                 The Company and Indemnitee agree that it would not be just and
equitable if contribution pursuant to this Section 3(c) were determined by pro
rata or per capita allocation or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately
preceding paragraph.  In connection with the registration of the Company's
securities, in no event shall an Indemnitee be required to contribute any
amount under this Section 3(c) in excess of the lesser of (i) that proportion
of the total of such losses, claims, damages or liabilities indemnified against
equal to the proportion of the total securities sold under such registration
statement which is being sold by Indemnitee or (ii) the proceeds received by
Indemnitee from its sale of securities under such registration statement.  No
person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any





                                       4.


person who was not found guilty of such fraudulent misrepresentation.

                          d.      Survival Regardless of Investigation.  The
indemnification and contribution provided for herein will remain in full force
and effect regardless of any investigation made by or on behalf of Indemnitee
or any officer, director, employee, agent or controlling person of Indemnitee.

                          e.      Change in Control.  After the date hereof,
the Company agrees that if there is a Change in Control of the Company (other
than a Change in Control which has been approved by a majority of the Company's
Board of Directors who were directors immediately prior to such Change in
Control) then, with respect to all matters thereafter arising concerning the
rights of Indemnitee to payments of Expenses under this Agreement or any other
agreement or under the Company's Certificate or Bylaws as now or hereafter in
effect, Independent Legal Counsel (as defined in Section 12(d) hereof) shall be
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law.  The
Company agrees to abide by such opinion and to pay the reasonable fees of the
Independent Legal Counsel referred to above and to fully indemnify such counsel
against any and all reasonable expenses (including attorneys' fees), claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.

                          f.      Mandatory Payment of Expenses.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in the defense of any
action, suit, proceeding, inquiry or investigation referred to in Section 3(a)
hereof or in the defense of any claim, issue or matter therein, Indemnitee
shall be indemnified against all Expenses incurred by Indemnitee in connection
herewith.

                 4.       Expenses; Indemnification Procedure.

                          a.      Advancement of Expenses.  The Company shall
advance all Expenses incurred by Indemnitee.  The advances to be made hereunder
shall be paid by the Company to Indemnitee as soon as practicable but in any
event no later than ten (10) days after written demand by Indemnitee therefor
to the Company.

                          b.      Notice/Cooperation by Indemnitee.  Indemnitee
shall give the Company notice in writing as soon as practicable of any Claim
made against Indemnitee for which indemnification will or could be sought under
this Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in writing to
Indemnitee).





                                       5.


                          c.      No Presumptions; Burden of Proof.  For
purposes of this Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon 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.  In addition, neither the failure of the Reviewing
Party to have made a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual
determination by the Reviewing Party that Indemnitee has not met such standard
of conduct or did not have such belief, prior to the commencement of legal
proceedings by Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under applicable law, shall be a defense to Indemnitee's
claim or create a presumption that Indemnitee has not met any particular
standard of conduct or did not have any particular belief. In connection with
any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified hereunder, the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.

                          d.      Notice to Insurers.  If, at the time of the
receipt by the Company of a notice of a Claim pursuant to Section 4(b) hereof,
the Company has liability insurance in effect which may cover such Claim, the
Company shall give prompt notice of the commencement of such Claim to the
insurers in accordance with the procedures set forth in each of the policies.
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 action, suit, proceeding, inquiry or investigation in accordance with
the terms of such policies.

                          e.      Selection of Counsel.  In the event the
Company shall be obligated hereunder to pay the Expenses of any Claim, the
Company shall be entitled to assume the defense of such Claim, with counsel
approved by the Indemnitee, which approval shall not be unreasonably withheld,
upon the delivery to Indemnitee of written notice of its election to do so.
After delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee
shall have the right to employ Indemnitee's counsel in any such Claim at
Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there is a conflict of interest between the Company
and Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to retain such counsel to defend such Claim, then the fees and
expenses of Indemnitee's counsel shall be at the expense of the Company.

                 5.       Nonexclusivity.

                          The indemnification provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled under the
Company's Certificate, its Bylaws, any agreement, any vote of stockholders or
disinterested directors, the General Corporation





                                       6.


Law of the State of Delaware, or otherwise. The indemnification provided under
this Agreement shall continue as to Indemnitee for any action Indemnitee took
or did not take while serving in an indemnified capacity even though Indemnitee
may have ceased to serve in such capacity.

                 6.       No Duplication of Payments.

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

                 7.       Partial Indemnification.

                          If any Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for any portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion of such Expenses to which Indemnitee is entitled.

                 8.       Mutual Acknowledgement.

                          The Company and Indemnitee acknowledge that in
certain instances, Federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers, employees, controlling
persons, agents or fiduciaries under this Agreement or otherwise.  Each
Indemnitee understands and acknowledges that the Company has undertaken or may
be required in the future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to a court in certain
circumstances for a determination of the Company's rights under public policy
to indemnify Indemnitee.

                 9.       Liability Insurance.

                          To the extent the Company maintains liability
insurance applicable to directors, officers, employees, control persons, agents
or fiduciaries, each such 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, if Indemnitee is a
director, or of the Company's officers, if Indemnitee is not a director of the
Company but is an officer; or of the Company's key employees, controlling
persons, agents or fiduciaries, if Indemnitee is not an officer or director but
is a key employee, agent, control person, or fiduciary.

                 10.      Exceptions.

                          Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:





                                       7.


                          a.      Claims Initiated by Indemnitee.  To indemnify
or advance expenses to any Indemnitee with respect to Claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except (i) with
respect to actions or proceedings to establish or enforce a right to indemnify
under this Agreement or any other agreement or insurance policy or under the
Company's Certificate of Incorporation or Bylaws now or hereafter in effect
relating to Claims for Indemnifiable Events, (ii) in specific cases if the
Board of Directors has approved the initiation or bringing of such Claim, or
(iii) as otherwise required under Section 145 of the Delaware General
Corporation Law, regardless of whether Indemnitee ultimately is determined to
be entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be; or

                          b.      Claims Under Section 16(b).  To indemnify any
Indemnitee for expenses and the payment of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 16(b) of the
Exchange Act or any similar successor statute; or

                          c.      Claims Excluded Under Section 145 of the
Delaware General Corporation Law.  To indemnify any Indemnitee if (i) he did
not act in good faith or in a manner reasonably believed by such Indemnitee to
be in or not opposed to the best interests of the Company, or (ii) with respect
to any criminal action or proceeding, Indemnitee had reasonable cause to
believe his conduct was unlawful, or (iii) Indemnitee shall have been adjudged
to be liable to the Company unless and only to the extent the court in which
such action was brought shall permit indemnification as provided in Section
145(b) of the Delaware General Corporation Law.

                 11.      Period of Limitations.

                          No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against any
Indemnitee, any Indemnitee's estate, spouse, heirs, executors or personal or
legal representatives after the expiration of five years from the date of
accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely
filing of a legal action within such five-year period; provided, however, that
if any shorter period of limitations is otherwise applicable to any such cause
of action, such shorter period shall govern.

                 12.      Construction of Certain Phrases.

                          a.      For purposes of this Agreement, references to
the 'Company' shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
employees, agents or fiduciaries, so that if Indemnitee is or was a director,
officer, employee, agent, control person, or fiduciary of such constituent
corporation, or is or was





                                       8.


serving at the request of such constituent corporation as a director, officer,
employee, control person, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.

                          b.      For purposes of this Agreement, references to
'other enterprises' shall include employee benefit plans; references to 'fines'
shall include any excise taxes assessed on any Indemnitee with respect to an
employee benefit plan; and references to 'serving at the request of the
Company' shall include any service as a director, officer, employee, agent or
fiduciary of the Company which imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if any Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the
interests of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner 'not opposed to the best
interests of the Company' as referred to in this Agreement.

                          c.      For purposes of this Agreement a 'Change in
Control' shall be deemed to have occurred if (i) any 'person' (as such term is
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of
stock of the Company, (A) who is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 10% or more of the
combined voting power of the Company's then outstanding Voting Securities,
increases his beneficial ownership of such securities by 5% or more over the
percentage so owned by such person, or (B) becomes the 'beneficial owner' (as
defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of
securities of the Company representing more than 20% of the total voting power
represented by the Company's then outstanding Voting Securities, (ii) during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company and any new director
whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80% 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
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of transactions) all or substantially all of the
Company's assets.





                                       9.


                          d.      For purposes of this Agreement, 'Independent
Legal Counsel' shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 3(d) hereof, who shall not have
otherwise performed services for the Company or any Indemnitee within the last
three years (other than with respect to matters concerning the right of any
Indemnitee under this Agreement, or of other indemnitees under similar
indemnity agreements).

                          e.      For purposes of this Agreement, a 'Reviewing
Party' shall mean any appropriate person or body consisting of a member or
members of the Company's Board of Directors or any other person or body
appointed by the Board of Directors who is not a party to the particular Claim
for which Indemnitee are seeking indemnification, or Independent Legal Counsel.

                          f.      For purposes of this Agreement, 'Voting
Securities' shall mean any securities of the Company that vote generally in the
election of directors.

                 13.      Counterparts.

                          This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

                 14.      Binding Effect; Successors and Assigns.

                          This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns, 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, 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. This Agreement shall continue in effect with
respect to Claims relating to Indemnifiable Events regardless of whether any
Indemnitee continues to serve as a director, officer, employee, agent,
controlling person, or fiduciary of the Company or of any other enterprise,
including subsidiaries of the Company, at the Company's request.

                 15.      Attorneys' Fees. In the event that any action is
instituted by an Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the
terms hereof or thereof, any Indemnitee shall be entitled to be paid all
Expenses incurred by Indemnitee with respect to such action if Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of Expenses with respect to such action, unless, as a part of such action, a
court of competent





                                      10.


jurisdiction over such action determines that the material assertions made by
Indemnitee as a basis for such action were not made in good faith or were
frivolous. In the event of an action instituted by or in the name of the
Company under this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and expenses incurred
with respect to Indemnitee counterclaims and cross-claims made in such action),
and shall be entitled to the advancement of Expenses with respect to such
action, unless, as a part of such action, a court having jurisdiction over such
action determines that the Indemnitee's material defenses to such action were
made in bad faith or were frivolous.

                 16.      Notice. All notices and other communications required
or permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)
one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one day after the business
day of delivery by facsimile transmission, if deliverable by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at Indemnitee's address as set forth beneath
Indemnitee's signature to this Agreement and if to the Company at the address
of its principal corporate offices (attention: President) or at such other
address as such party may designate by ten (10) days' advance written notice to
the other party hereto.

                 17.      Consent to Jurisdiction.  The Company and Indemnitee
each hereby irrevocably consent to the jurisdiction of the courts of the State
of Delaware 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 commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware in and for New Castle County, which
shall be the exclusive and only proper forum for adjudicating such a claim.

                 18.      Severability.  The provisions of this Agreement shall
be severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable, and
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 limitations, 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, illegal or unenforceable.

                 19.      Choice of Law.  This Agreement shall be governed by
and its provisions construed and enforced in accordance with the laws of the
State of Delaware, as applied to contracts between Delaware residents, entered
into and to be performed entirely within the State of Delaware, without regard
to the conflict of laws principles thereof.





                                      11.


                 20.      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 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.

                 21.      Amendment and Termination.  No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by all 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.

                 22.      Integration and Entire Agreement.  This Agreement
sets forth the entire understanding between the parties hereto and supersedes
and merges all previous written and oral negotiations, commitments,
understandings and agreements relating to the subject matter hereof between the
parties hereto.

                 23.      No Construction as Employment Agreement.  Nothing
contained in this Agreement shall be construed as giving the Indemnitee any
right to be retained in the employ of the Company or any of its subsidiaries.

                 24.      Corporate Authority.  The Board of Directors of the
Company has approved the terms of this Agreement.





                                      12.


                 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on and as of the day and year first above written.


                                           COMPANY:


                                           COM21, INC.,
                                           a Delaware corporation



                                           By:__________________________________
                                              Peter Fenner
                                              President


                                           INDEMNITEE


                                           By:__________________________________
                                              1


                                           Address:_____________________________

                                                   _____________________________

                                                   _____________________________





            [SIGNATURE PAGE TO COM21, INC. INDEMNIFICATION AGREEMENT]