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                                                               EXHIBIT 10.13

                       FORM OF INDEMNIFICATION AGREEMENT

        This Indemnification Agreement is by and between Aware, Inc., a
Massachusetts corporation ("Corporation") and             ("Director"). In
consideration of the covenants herein contained and in consideration of
Director having served and continuing to serve as a member of the Board of
Directors of Corporation, the parties hereby agree as follows:

The Corporation shall, to the fullest extent permitted by law, indemnify and
hold harmless Director from and against any and all claims and liabilities to
which he may be or become subject by reason of his being or having been an
officer or a director of the Corporation or by reason of his alleged acts or
omissions as an officer or director of the Corporation, except in relation to
matters as to which Director shall have been guilty of wilful malfeasance, bad
faith, gross negligence or reckless disregard of his duties in the conduct of
his office. The Corporation shall indemnify and reimburse Director against and
for any and all legal and other expenses reasonably incurred by him in
connection with any such claims and liabilities, actual or threatened, whether
or not, at or prior to the time when so indemnified, held harmless and
reimbursed, he had ceased being an officer or a director of the Corporation,
except in relation to matters as to which Director shall have been guilty of
wilful malfeasance, bad faith, gross negligence or reckless disregard of his
duties in the conduct of his office; provided, however, that the Corporation
prior to such final adjudication may compromise and settle any such claims and
liabilities and pay such expenses, if such settlement or payment or both
appears, in the judgment of a majority of the Board of Directors, to be for the
best interest of the Corporation, evidenced by a resolution to that effect
adopted after receipt by the Corporation of a written opinion of counsel for
the Corporation that Director has not been guilty of wilful malfeasance, bad
faith, gross negligence or reckless disregard of his duties in the conduct of
his office in connection with the matters involved in such compromise,
settlement and payment. The right of indemnification herein provided shall not
be exclusive of any other rights to which Director may otherwise be lawfully
entitled. 

        In witness whereof, the parties have signed and sealed this
Indemnification Agreement this ____ day of _________, 19__.

AWARE, INC.                             DIRECTOR


By:___________________________          ________________________________