Free Escrow Agreement for Bulk Sales Form 

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                             ESCROW AGREEMENT FOR BULK SALES










                Pursuant to the terms and provisions of that certain

        agreement for the sale of the business of___________________

        _______________________ (hereinafter called the "Agreement")

        between __________________(hereinafter called "Seller") and

        ___________________(hereinafter called "Buyer"), a copy of which

        Agreement is attached hereto and hereby made a part hereof, there

        is deposited with you the following:  (Describe)




        (hereinafter called the "Fund").  The Fund is to be held and

        administered by you, subject to the following terms and

        conditions: (Describe)




                1.  The Fund shall be invested from time to time in an

        interest bearing account.


                2.  If, prior to the termination time (as hereinafter

        defined), Buyer shall notify you in writing of any breach of

        warranty with respect to the indebtedness of Seller to its

        creditors under the terms and provisions of the Agreement and

        such notice shall specify the amount which Buyer shall claim is

        due and owing to Buyer by virtue of such breach of claim of

        breach, you shall, within ten days from and after the receipt of

        such notice from Buyer, notify Seller in writing of such claim by

        sending written notice thereof by registered mail, return receipt

        requested, to Buyer at the following address: __________________

        ____________________________ and if Seller shall not have

        delivered to you, prior to the close of business on the 15th day

        from and after the date on which you shall have notified Seller

        of the claim of Buyer, sufficient funds from Seller's own sources

        other than the Fund to pay and discharge the amount of the claim

        asserted by Buyer in consequence of a breach, or alleged breach,

        of warranty by Seller under the Agreement with respect to the

        indebtedness of Seller to its creditors under the Agreement, you

        shall, out of the assets and monies held by you in the Fund, pay

        to Buyer the amount claimed by Buyer in the notice which it shall

        have first sent to you under the terms and provisions of this



                3.  In lieu of delivering to you, from its own sources

        other than the Fund, sufficient monies to pay and discharge any

        claim asserted by Buyer in the manner provided in Paragraph No. 2

        hereof, Seller may furnish to you, prior to the close of business

        on the 15th day following the day on which you shall have mailed

        notice to Seller of a claim asserted by Buyer under Paragraph No.

        2 hereof, a written acknowledgment signed by Buyer that the

        asserted claim has been discharged to the satisfaction of Buyer.


                4.  Not later than thirty days from and after the close

        of business on the ___________day of __________, 19__ (which date

        is referred to herein as the "termination time"), you shall

        distribute to Buyer any and all monies and other assets then

        remaining in the Fund.  Prior to such time you shall, however,

        out of the Fund, deduct all of your reasonable fees and expenses

        in administering the Fund.


                5.  You may resign by mailing written notice thereof to

        Buyer at _____________ and to Seller at _________________.  In

        the event of any such resignation, Buyer may appoint (by written

        notice delivered to Seller at the above specified address) a

        successor escrow which shall be a national bank doing business in

        ___________________.  Any successor or successors shall have all

        of the rights, obligations and immunities granted to you by the

        terms and provisions hereof.


                6.  Nothing herein contained shall constitute a

        limitation of any obligations of either Buyer or Seller under the

        Agreement otherwise.


                7.  This instrument and all of the terms, provisions and

        covenants herein set forth shall be binding upon Buyer and Seller

        and their respective heirs, executors, administrators, successors

        and assigns and shall inure to your benefit and to the benefit of

        your successors and assigns.  No assignment by Seller of any

        rights hereunder or of any rights in and to the Fund shall be

        effective for any purpose and, notwithstanding any purported

        assignment by Seller, you shall be fully entitled to disregard

        any such purported assignment in administering the Fund and your

        responsibilities hereunder.


                DATED this _____day of ________, 19__.



        ____________________________          __________________________




                We hereby acknowledge receipt of the following:

        _______________________________________________referred to in the

        above and foregoing letter and agree to hold, administer and

        distribute the same in accordance with all of the terms and

        provisions thereof.