Seller agrees that it will at any time up to July 31, 1995, upon

receipt of a written request from Buyer, repurchase any of the

following classes of goods sold by Seller to Buyer:

microwave ovens

which are unused (except as they may be displayed for sale) and

in the original shipping containers, at a price equal to the

full purchase price less a restocking fee of 20% per cent of the

purchase price of such goods. Return shipping shall be paid by

the buyer.

The Buyer may, without notice to Seller, assign his right

require repurchase of all or any goods to any bank, finance

company or other financier to whom any security interest in the

goods, or any of them, may be granted, and in any such

event,	Seller will not assert as against any such bank,

finance company	or other secured party, any right of

set-off, recoupment or	counterclaim which may now exist

or hereafter arise under or by	virtue of any transaction

between Seller and Buyer except for the restocking fee stated

herein, and freight if applicable.

Seller shall not be obligated to repurchase any goods

under this contract unless and until it shall have been furnished

assurances which are in its opinion adequate to insure

that the	goods will be delivered to Seller free and clear

of any and all	liens, encumbrances, security interests

and other claims of third	parties to the goods.

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For Mark's Microwaves, SELLER

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For Arnold's Appliances, BUYER