0001144204-09-014031 Sample Contracts

FORM OF CUSTODY AGREEMENT
Custody Agreement • March 16th, 2009 • Harris & Harris Group Inc /Ny/ • Investors, nec • New York

AGREEMENT, dated as of March __, 2009 between each entity listed on Exhibit A hereto, each such entity having its principal office and place of business at 111 West 57th Street, Suite 1100, New York, NY 10019 (the “Fund”) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2009 • Harris & Harris Group Inc /Ny/ • Investors, nec • New York

This is an Indemnification Agreement dated as of _________ between HARRIS & HARRIS GROUP, INC., a New York corporation (the "Company"), and ___________. (the "Indemnitee").

AMENDMENT NO. 1 TO DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • March 16th, 2009 • Harris & Harris Group Inc /Ny/ • Investors, nec

AMENDMENT made as of March 20, 2003, to Deferred Compensation Agreement made as of February 2, 2000 (the "Agreement"), by and between Harris & Harris Group, Inc., a corporation organized under the laws of the State of New York (the "Company"), and Charles E. Harris (the "Executive").

HARRIS & HARRIS GROUP, INC.
Non-Qualified Stock Option Agreement • March 16th, 2009 • Harris & Harris Group Inc /Ny/ • Investors, nec • New York

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), dated as of ____________, 20__, is made between Harris & Harris Group, Inc., a corporation organized under the laws of the State of New York (the "Company"), and _________________ (the "Optionee").

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