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                                          CONSIGNMENT AGREEMENT



                This Agreement made this ________day of ________, 19__ by

        and between ___________________("Consignor") and the undersigned.



                The parties hereby agree:


                1.  The Consignee shall hold and care for the goods

        delivered to at by Consignor and described in Exhibit 1 to this

        Agreement, receipt of which is hereby acknowledged.  Title to the

        goods or to the proceeds from their sale shall remain the

        property of the Consignor at all times.


                2.  The undersigned shall maintain and display the goods

        only at its place of business at ___________________ for sale, at

        its cost and expense.


                3.  The Consignees shall return all unsold goods to

        Consignor upon demand and pay for the cost of freight and



                4.  The undersigned shall insure the goods at full value

        at its own cost and expense.


                5.  The undersigned shall use its best efforts to sell

        the goods at such prices as the Consignor shall set for cash or

        upon such terms as the Consignor may from time to time establish

        in writing.


                6.  The undersigned shall not commingle the proceeds of

        the sale of the goods with its funds and shall deliver the

        proceeds, less a commission of (    %) on the gross sales price

        less sales tax to the Consignor at _______________________

        monthly together with an accounting of goods sold.


                7.  The Consignor shall at its own cost and expense, keep

        the goods free and clear of all taxes, license fees, and



                8.  The undersigned agrees to permit the Consignor to

        enter its premises at all reasonable times for the purpose of

        examining and inspecting the goods.


                Signed and sealed this _____ day of ______, 19__.




           _____________________________       ________________________

           Consignor                           Consignee