Media PAK: SuperPak Software Bundle MPB-03/1/Media PAK SuperPak Software Bundle MBP-03-1.iso/data/form.dat

Text File | 1991-05-14 | 345KB | 9,663 lines

  RESOLUTION OF BOARD OF DIRECTORS OF (#1)


        WHEREAS, the stockholders of this Corporation
 have duly consented in writing, and authorized this
 Board of Directors to amend the Articles of
 Incorporation, which consent is now on fil in the
 minute book of this Corporation; it is;
        RESOLVED, That said Articles be amended and
 altered as follows:




        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at said
 meeting on ________________________ 19 __ , and that
 such resolution is now in full force and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ , 19 __ .

 A True Record
 Attest
                         _______________________
                         Secretary


  RESOLUTION OF STOCKHOLDERS OF (#1)

        WHEREAS, by applicable by-law provisions, it is
 provided that "the stockholders of the Company, by and
 with the consent of the holders or not less than
 _________ % of the outstanding shares, are hereby
 authorized to change the name and title of the said
 Company, and
        WHEREAS, it is now deemed expedient to change
 the name and title of the Company, be it
        RESOLVED, That the name and title of this
 Corporation be changed from
 __________________________to_______________________,
 and that the officers of the Company are hereby
 empowered and directed to file in the public offices
 the requisite certificate setting forth the change of
 name hereby authorized and effected.
         I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ____________________ , 19 ____ ,
 and that such resolution is now in full force and
 effect.

        lN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _______________________ ,19 .

 A True Record
 Attest

                                ______________________
                                Secretary

  RESOLUTION OF BOARD OF DIRECTORS OF (#2)

        That at a meeting of the Board of Directors
 duly called and held at the office of the Corporation
 on ________________________________ ,19 ______ ,
 whereupon a quorum of the Board was present, it was
        RESOLVED, That, in the judgement of the Board
 of Directors of this Corporation, it is advisable to
 amend the Articles of Incorporation as follows:







        RESOLVED FURTHER, That a special meeting of the
 stockholders of this Corporation is hereby called, to
 be held at _____________________________ , on
 ________________________ ,19 __ at ___ .m.to vote upon
 this recommendation and that the Secretary shall give
 notice of such meeting to the stockholders in
 accordance with the Articles and By-laws of this
 Corporation.
        I do hereby certify that I am the duly elected
 and qualified Secretary of the Corporation, and that
 the above is a true and correct copy of a resolution
 duly adopted at said meeting.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _________________________ , 19__ .

 A True Record
 Attest
                                  _____________________
                                  Secretary

  RESOLUTION OF STOCKHOLDERS OF (#2)

        WHEREAS, the Board of Directors of the
 Corporation recommended that the Articles of
 Incorporation of the Corporation be changed, amended,
 and altered, as hereinafter set forth, and
        WHEREAS, the stockholders of the Corporation do
 hereby approve of said Proposed amendment.
        RESOLVED , That the Articles of Incorporation
 of the said Corporation be amended, changed, and
 altered as follows:



        RESOLVED FURTHER, That the Chairman and
 Secretary of this meeting are hereby authorized to
 execute and acknowledge a certificate under the
 corporate seal of this Corporation, reciting the
 foregoing resolution, and to cause such certificate to
 be filed and recorded in the manner required by law.
        RESOLVED FURTHER, That, upon recording the
 amendment hereinabove set forth, a duplicale of the
 certificate of amendment be set forth in full on the
 minutes of this meeting.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at said
 meeting held on ____________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _______________________ , 19 __ .

 A True Record
 Attest
                             __________________________
                             Secretary


  CERTIFICATE OF STOCKHOLDERS CONSENT OF


       We, the undersigned, being stockholders of
 _________________________ Corporation, hereby consent
 to the adoption of the amendment to the Articles of
 Incorporation as contained in the directors'
 resolution of __________________________________ ,
 19__,  and reading as follows:



 and signify our consent thereto in writing:
              Name                     Number of Shares

 ______________________________        ________________
 ______________________________        ________________
 ______________________________        ________________
 ______________________________        ________________
 ______________________________        ________________
 ______________________________        ________________
 ______________________________        ________________

 A True Record
 Attest

                   ___________________________________
                   Secretary




  CERTIFICATE OF AMENDMENT

        That the above Corporation of the State of
 ______________ , whose principal office is located at
 ______________________________ , certifies pursuant
 to the provisions of law that at a meeting of the
 stockholders of said Corporation called for the
 purpose of amending the Articles of Incorporation, and
 held on __________________ , 19 __ , it was resolved
 by the vote of the holders of an appropriate majority
 of the shares of each class entitled to vote that the
 Articles of Incorporation is amended to read as
 follows:











        Signed with the corporate seal affixed this
 ________ day of 19 ___ .

 A True Record
 Attest





                        By:_________________________
                           President
                           _________________________
                           Secretary



  RESOLUTION OF STOCKHOLDERS OF (#3)


        RESOLVED, That the Board of Directors of the
 Corporation is hereby authorized to amend, alter,
 change, suspend, add to, repeal, or rescind any and
 all By-laws of said Corporation from time to time as
 in its judgement shall be deemed proper, without
 action or consent on the part of the stockholders, and
        RESOLVED, FURTHER, That the stockholders
 reserve the right to revoke the above grant of power
 to the Directors by resolution duly passed at any
 subsequent stockholder meeting.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the stockholders thereof, convened and held
 in accordance with law and the By-laws of said
 Corporation on _________________ , 19 __ , and that
 such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ , 19 __ .

 A True Record
 Attest



                              _________________________
                              Secretary




  CERTIFICATE OF STOCKHOLDERS' CONSENT

        We, the undersigned, stockholders of the
 Corporation, at a meeting held pursuant to notice at
 the office of the Corporation, ____________________
 on __________________ ,19 __ ,at _ .m.,to take action
 upon the following resolution adopted at a meeting of
 the Board of Directors of the Corporation, held on
 _____________________ , 19__ :






 hereby consent that the amendment to the By-laws as
 stated in the Directors' resolution, be adopted, and
 signify our consent in writing.
     Names               Proxies         No. of Shares
 ___________________    __________     ________________
 ___________________    __________     ________________
 ___________________    __________     ________________
 ___________________    __________     ________________
 ___________________    __________     ________________
 ___________________    __________     ________________


 A True Record
 Attest
                                  _____________________
                                  Secretary










  RESOLUTION OF BOARD OF DIRECTORS OF (#3)

        RESOLVED, That, in the judgement of the Board
 of Directors of the Corporation, it is deemed
 advisable to amend the By-laws to read as follows:


        RESOLVED FURTHER, That a special meeting of the
 stockholders of this Corporation is hereby called to
 be held at the office of the Corporation at
 ______________________________________________________
 __________ , on ______________________ ,19 __ ,at __ .
 m.,to consider and vote upon the fore-going
 resolution , and that the Secretary of the Corporation
 is hereby authorized and directed to give written
 notice of the said meeting to stockholders of the
 Corporation.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof,  convened
 and held in accordance with the law and the By-laws
 of said Corporation on ____________________ , 19 __ ,
 and that such resolution is now in full force and
 effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _______________________ ,19__ .

 A True Record
 Attest
                                  ____________________
                                  Secretary


  RESOLUTION OF STOCKHOLDERS OF (#4)

        RESOLVED, That the authorized capital stock of
 this Corporation be increased from the present amount
 thereof, consisting of (            ) shares to
 consist of (            ) shares of the par value of
 Dollars ($            ) each, and
        RESOLVED FURTHER, That the Articles of
 Organization or the Certificate of Incorporation of
 this Corporation be amended to read as follows:




        RESOLVED FURTHER, That the President and the
 Secretary of this Corporation are hereby authorized to
 make, sign, and acknowledge the certificates of
 proceedings required by statute, and to cause one of
 such certificates to be filed in the appropriate
 public office, and to do all acts and things that may
 be necessary or proper to carry into effect the
 foregoing resolution in compliance with the laws of
 the State of _______________________ .
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting convened and held in accordance with law and
 the By-laws of said Corporation on _________________ ,
 19__ , and that such resolution is now in full force
 and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this _____ day of
 _____________________ , 19 __ .

 A True Record
 Attest
                                ______________________
                                Secretary


  RESOLUTION OF BOARD OF DIRECTORS OF (#4)

        RESOLVED, That in the judgement of this Board
 of Directors, it is deemed advisable and for the
 benefit of its stockholders that said Corporation
 should be dissolved; and to that end, as required by
 law, it is ordered that a meeting of those
 stockholders of said Corporation having voting power
 to take action upon this resolution is hereby called,
 to be held at the principal office of said
 Corporation, at
 ______________________________________ , ______
 ________________________________ ,  on _______________
 ___________ ,19 ___ ,at _____ .m.,  and
        RESOLVED, FURTHER, That the Secretary of this
 Corporation is hereby authorized and directed to cause
 notice of the adoption of this resolution to be mailed
 to each stockholder of this Corporation residing in
 the United States, or elsewhere.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _____________________ , 19___ ,
 and that such resolution is now in full force and
 effect.
         ON WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this ______day of
 ____________________ ,19___ .
 A True Record
 Attest
                                    ___________________
                                    Secretary

  RESOLUTION OF STOCKHOLDERS OF (#5)

        RESOLVED, That ____________________________
 ____________________________________ dissolve its
 charter to the State of ____________________ and that
 it cease to be and exist as a corporation, and
        RESOLVED, FURTHER, That  _____________________
 the President, and  ____________________ ,the
 Secretary of_________________________ ____________ ,
 are hereby authorized and directed to file the
 necessary certificate of dissolution of this
 Corporation with the Secretary of the State of
 ________________ ,  and such other official office as
 may be required by law, and
        RESOLVED, FURTHER, That the Board of Directors
 of this Corporation is hereby authorized, empowered,
 and directed to do all things necessary and requisite
 to settle the affairs of the Corporation, to collect
 the outstanding debts, to provide for the payment of
 the liabilities and obligations of the Corporation,
 to distribute its assets, and to do all other things
 necessary to carry into effect the fore- going
 resolution.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly organized at a
 meeting of the stockholders thereof, convened and held
 in accordance with law and the By-laws of said
 Corporation on ______________________ ,19 _____ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this ______ day of
 _______________________ ,19 ____ .
 A True Record
 Attest                           ____________________
                                  Secretary

  AFFIDAVIT OF SECRETARY OF

 State of_________________________
 _________________________________ , SS. County
 of_________________________

 _________________________________ , being duly sworn,
 deposes and says: 1.   That he/she is the Secretary of
 _______________________________________ , a
 corporation duly created, organized, and existing
 under and by virtue of the laws of the State of
 __________________ . 2.   That he/she is the
 custodian of the stock book of said corporation. 3.
 That the total number of shares of the capital stock
 of the said corporation issued and outstanding on
 ___________________ , 19 ___, is _____________ shares,
 and that the persons whose signatures are affixed to
 the foregoing consent are the holders of more than a
 majority of the said capital stock so issued and
 outstanding as of said date.



 A True Record

 Attest

                              _________________________
                              Secretary


        Sworn to before me this _________ day of
 ___________________ ,19 ___ .

                              _________________________
                              Notary Public


  CERTIFICATE OF DISSOLUTION


       We, the President, and Secretary of
 ______________________________________ in accordance
 with the requirements of the Corporation Laws of the
 State of and in order to obtain the dissolution of
 said Corporation, as provided by said Law. DO HEREBY
 CERTIFY AS FOLLOWS :

       The registered office
 of_________________________ (Corporation) in the State
 of _______________ is at ____________________________
 ___________________  , ______________________________
 , and the resident agent thereof, upon whom process
 against this Corporation may be served, is
 ___________________________ ,  ______________________
 , ____________________________ .
       The dissolution of said Corporation has been
 duly authorized in accordance with the provisions of
 the Corporation Laws of the State of__________________
      The following is a list of the names and
 residence addresses of the directors of the said
 Corporation :

             Name                            Address




        The following is a list of the names and
 residence addresses of the officers of the
 Corporation:

     Name                Office              Residence







 A True Record
 Attest

                            __________________________
                            President

                            ___________________________
                            Secretary

  RESOLUTION OF BOARD OF DIRECTORS OF (#5)

        RESOLVED, That the President of this
 Corporation is hereby authorized to enter into a
 contract with ___________________________________ ,
 employing the said ______________________________ to
 act as accountants and auditors for this Corporation
 for a period of __________________________ commencing
 on ____________________ , 19__ , at a yearly compen-
 sation not to exceed ____________________________
 Dollars ($                ).


        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with the law and the By-laws of
 said Corporation on ___________________ , 19 ___ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _____________________ ,19 __ .

 A True Record
 Attest
                                  _____________________
                                  Secretary

  RESOLUTION OF BOARD OF DIRECTORS OF (#6)

        RESOLVED, That ________________________________
 be and are hereby appointed to act as attorneys and
 counsel for the Corporation, and that the customary
 professional charges for their services as attorneys
 be paid to them from time to time as billed.



        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ___________________ , 19 ___ , and
 that such resolution is now in full force and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ , 19 __ .

 A True Record
 Attest
                                  _____________________
                                  Secretary


  RESOLUTION OF BOARD OF DIRECTORS OF (#7)


        RESOLVED, That ______________________________ ,
 as counsel for this Corporation, is hereby authorized
 to commence suit in the name of this Corporation for
 its claim against __________________________________
 and in this regard counsel has power to enter a
 settlement of the claim at such amount and upon such
 terms as seem to him to be for the best interests of
 this Corporation provided that the President of the
 Corporation concurs in the settlement.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ___________________ , 19 ___ , and
 that such resolu-tion is now in full force and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ ,19 ___ .

 A True Record
 Attest
                                 ______________________
                                 Secretary

  RESOLUTION OF BOARD OF DIRECTORS OF (#8)


        RESOLVED, That this Corporation sell its real
 property located in  _______________________________ ,
 ______________________________________ , which is more
 particularly described hereinafter, to (Buyer), at a
 price of _______________________ Dollars ($
 ); and that the President of this Corporation be
 authorized in behalf of the Corporation to make,
 execute and deliver said deed, and other instruments
 as may be required or appropriate in connection
 therewith and to affix the corporate seal of this
 Corporation thereto. The said real estate is all that
 lot, tract or parcel of land lying in the City of
 _____________________ , County of _______________ ,
 and State of _____________________ , and described as
 follows:
         RESOLVED, FURTHER, That the form of purchase
 agreement presented to this meeting, a copy of which
 is attached hereto, is hereby approved with such
 changes as the officers executing same on behalf of
 this Corporation may, approve with the advice of
 counsel, such approval to be conclusively evidenced by
 the execution thereof.



         I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on __________________________ , 19
 ____ , and that such resolution is now in full force
 and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _________________________ ,19 ____ .

 A True Record
 Attest
                                  ___________________
                                  Secretary



  RESOLUTION OF BOARD OF DIRECTORS OF (#9)


       WHEREAS, __________________________________ ,
 owner of the land at  ____________________________ ,
 _______________________ , City of __________________ ,
 State of _______________ , has offered to sell certain
 real property to this Corporation for the sum of
 _____________ Dollars ($            ), upon the terms
 hereinafter set forth, and
       WHEREAS, the Board of Directors deems it
 advisable that the Corporation acquire said land and
 building from ___________________________ for the
 price aforementioned, be it
       RESOLVED, That this Corporation purchase from
 the land and building more specifically described as
 follows:

         RESOLVED, FURTHER, That the President and
 Secretary of this Corporation are hereby authorized to
 enter into an agreement on behalf of this Corporation
 with said Seller to purchase the above described
 property pursuant to agreement annexed.
         RESOLVED, FURTHER, That the President and
 Secretary of this Corporation are hereby authorized to
 execute all instruments and make all payments
 necessary to carry the foregoing resolution in to
 effect, and to accept all documents, duly executed,
 which may be necessary for the transfer and conveyance
 of the land and building to this Corporation.

         I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _________________________ , 19
 ____ , and that such resolution is now in full force
 and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ________________________ ,19 ___ .

 A True Record
 Attest
                                _______________________
                                Secretary




  RESOLUTION OF BOARD OF DIRECTORS OF (#10)

      RESOLVED, That ___________________________ ,the
 ________________________ Corporation, be hereby
 authorized, in the name of and for the account of this
 Corporation, and on such terms and conditions as
 he/they may deem proper, to borrow from (Bank) any
 and all sums of money; to sign, execute, and endorse
 such documents as may be necessary or required by
 said Bank to evidence such indebtedness; to discount
 or rediscount with said Bank any of the bills
 receivable held by this Corporation; to apply for and
 obtain from said Bank letters of credit, and to sign
 and execute agreements to secure said Bank with any
 assets of the Corporation in connection therewith; to
 pledge and/or mortgage any moneys on deposit or in
 the possession of said Bank, and/or any bonds, stocks,
 bills receivable, or other property of this
 Corporation, to secure the payment of any
 indebtedness, liability or obligation of this
 Corporation to said Bank whether due or to become due
 and whether existing or hereafter incurred however
 arising; to withdraw and/or substitute any property
 of this Corporation held at any time by said Bank, and
 generally to do and perform all acts and sign all
 agreements, obligations, pledges, and/or other
 instruments necessary or required by said Bank for its
 protection in its deal-ings with this Corporation, and
      RESOLVED, FURTHER, That all transactions by any
 of the officers or representatives of this Corporation
 in its name and for its account with said Bank prior
 to this meeting are hereby approved and ratified, and

          RESOLVED, FURTHER, That said Bank be
 furnished with a certified copy of these resolutions,
 and is hereby authorized to deal with the officers
 hereinabove named under said authority unless and
 until it is expressly notified in writing to the
 contrary; and said Bank shall at all times be
 protected in recognizing as such officers the persons
 named in a certificate signed by any officer of this
 Corporation - wherein the Bank so relied.
         I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _________________________ , 19
 ____ , and that such resolution is now in full force
 and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed this day of
 _________________________ , 19 ___ .

 A True Record
 Attest


                             ________________________
                             Secretary


  RESOLUTION OF STOCKHOLDERS OF (#6)


        WHEREAS, this Corporation desires to borrow
 money for general corporate purposes, be it
        RESOLVED, That the Board of Directors of this
 Corporation is hereby authorized to borrow, from time
 to time, such sums of money as it may deem advisable,
 upon the notes of this Corporation, and for that
 purpose to pledge and assign any tangible and
 intangible assets of the Corporation to secure such
 notes.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the stockholders thereof, convened and held
 in accordance with law and the By-laws of said
 Corporation on _________________ , 19 ____ , and that
 such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _____________________ , 19 ___ ,

 A True Record
 Attest
                                ______________________
                                Secretary


  RESOLUTION OF BOARD OF DIRECTORS OF (#11)

        RESOLVED, That this Company enter into a lease
 from _______________________ , for the premises at
 ___________________________ , _______________________,
  ____________________________ , for a term of (
    ) years from ______________________ , 19 ____ , in
 accordance with the terms and conditions set forth and
 contained in the instrument of lease presented to and
 read at this meeting; that the President, or the
 Treasurer is hereby authorized in behalf of the
 Company to execute and deliver said lease presented at
 this meeting and a duplicate thereof, and to attach
 the seal of the Company thereto, and I do hereby
 certify that I am the duly elected and qualified
 Secretary, and that the above is a true and correct
 copy of the resolution duly adopted at a meeting of
 the Board of Directors thereof, convened and held in
 accordance with law and the By-laws of said
 Corporation on ___________________ , 19 ____ , and
 that such resolution is now in full force and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ ,19 ___ .

 A True Record
 Attest
                                  _____________________
                                   Secretary

  RESOLUTION OF BOARD OF DIRECTORS OF (#12)

        RESOLVED, That the proposed contract between
 this Corporation and
 _______________________________________ , submitted to
 this meeting, be and it hereby is accepted, as
 annexed, and that ___________________________ ,
 President or _______________________________ ,
 Treasurer, be and they hereby are authorized to
 execute in the name and in behalf of this Corporation,
 a contract substantially in the form submitted.



        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ______________________ , 19 ____ ,
 and that such resolution is now in full force and
 effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ________________________ ,19 _____ .

 A True Record
 Attest
                                  ____________________
                                  Secretary





  RESOLUTION OF BOARD OF DIRECTORS OF (#13)



        RESOLVED, That the President of this
 Corporation be and he hereby is authorized and
 empowered to enter into a contract for with the
 Company, in the name and in behalf of this
 Corporation,  upon such terms and conditions as may
 be agreed upon between said President and said
 Company.



        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _____________________ , 19 ____ ,
 and that such resolution is now in full force and
 effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ ,19 __ .

 A True Record
 Attest
                                  _____________________
                                  Secretary


  RESOLUTION OF BOARD OF DIRECTORS OF (#14)



         RESOLVED, That, in the judgement of the Board
 of Directors of this Corporation, it is deemed
 advisable to adopt the Articles of Merger, annexed for
 the purpose of merging ____________________ into this
 Corporation.
         RESOLVED, FURTHER, That a special meeting of
 the stockholders of this Corporation is hereby called,
 to be held at _________________________ on
 _____________________ , 19 ____ ,at ___ .m.,to take
 action upon this recommendation and that the
 Secretary is hereby instructed to give notice of such
 meeting to the stockholders in accordance with the
 Articles and By-laws of this Corporation.
         Pursuant to the provisions of the Business
 Corporation Acts the  undersigned corporations adopt
 the following Articles of Merger  for the purpose of
 merging.
         FIRST: The following Plan of Merger was
 approved by the shareholders of each of the
 undersigned corporations in the manner prescribed by
 the said Business Corporation Acts:
        SECOND: As to each of the undersigned
 corporations, the number of shares outstanding, and
 the designation and number of outstanding shares of
 each class entitled to vote as a class on such Plan
 are as follows:

                                    Entitled to Vote
                     Number of        as a Class  Name
 of          Shares      Designation    Number of
 Corporation    Outstanding     of Class      Shares
 ____________    __________     __________  __________
 ____________    __________     __________  __________
 ____________    __________     __________  __________
 ____________    __________     __________  __________
        THIRD: As to each of the undersigned
 corporations, the  total number of shares voted for
 and against such Plan,  respectively, and, as to each
 class entitled to vote thereon as  a class, the
 number of shares of such class voted for and against
 such Plan, respectively, are as follows:

                       Number of Shares
                                        Entitled to
 Vote
                 Total   Total             as a Class
 Name of         Voted   Voted           Voted    Voted
 Corporation      For    Against  Class   For
 against

  ____________    _____  _____   _____   _____    _____
  ____________    _____  _____   _____   _____    _____
  ____________    _____  _____   _____   _____    _____
  ____________    _____  _____   _____   _____    _____

 Dated: __________________,19 ___

                             __________________________
                          By __________________________
                             __________________________
                          By __________________________


         I do hereby certify that I am the duly elected
 and qualified Secretary of
 _____________________________________ , a corporation
 organized and existing under the laws of the State of
 _____________________________ , and that the above is
 a true and correct copy of a resolution duly adopted
 at a meeting of the Board of Directors thereof,
 convened and held in accordance with law and the
 By-laws of said Corporation on
 _____________________________ , 19 ___ , and that
 such resolution is now in full force and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ______________________________ , 19 ___ .

 A True Record
 Attest

                                _____________________
                                Secretary

  CERTIFICATE OF STOCKHOLDERS' CONSENT OF


       We, the undersigned, stockholders of the
 Corporation duly organized pursuant to the laws of the
 State of _____________________ , and holders of the
 number of shares set opposite our names and amounting
 in all to (            ) shares, the entire capital
 stock of said Corporation, hereby agree for value
 received, and in consideration of the same number of
 shares and of the same par value of the stock
 _____________________________________ of hereby
 consent to the transfer of all of the property of the
 Corporation to said
 ________________________________________ as existing
 on this date, subject, however, to the agreement of
 said _______________ to assume and to pay at maturity
 all the debts and obligations of said Corporation of
 every name and nature, and consent to the exchange of
 the stock now held by us in the Corporation for the
 same par value of the stock of the

 Name of Stockholder                Number of Shares
 _____________________              ________________
 _____________________              ________________
 _____________________              ________________
 _____________________              ________________
 _____________________              ________________
 _____________________              ________________

 A True Record
 Attest

                                _______________________
                                Secretary



  RESOLUTION OF BOARD OF DIRECTORS OF (#15)


         WHEREAS, it is for the best interests of this
 Corporation to grant to certain employees an option to
 purchase stock in this Corporation, be it RESOLVED,
 That in consideration of the payment of

 ________________________ Dollars ($                 )
 on account of such option (receipt of which is hereby
 acknowledged), an option is hereby given, for a period
 of _________________ (             ) years from the
 date hereof, to _______________ , his heirs, and
 assigns, to purchase for cash, the amount of

  _____________________________ Dollars ($

      ) of the unissued stock of this Corporation, or
 any part thereof.
       I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution  duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with the law and the By-laws of
 said Corporation on _____________________ , 19__ , and
 that such resolution is now in full force and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _______________________ ,19 ___ .

 A True Record
 Attest
                                __________________
                                Secretary

  RESOLUTION OF BOARD OF DIRECTORS OF (#16)


        WHEREAS, ____________________________ has
 rendered valuable services in behalf of this
 Corporation, be it

        RESOLVED, That an honorarium of
 ___________________ Dollars  ($               ) be
 voted to  __________________________________ in
 recognition and appreciation of the additional
 services so rendered and the Treasurer of this
 Corporation is hereby authorized and directed to pay
 the said sum to  _____________________ forthwith.
         I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with the law and the By-laws
 of said Corporation on _________________________ , 19
 ,and that such resolution is now in full force and
 effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this ____________
 __ day of ___________________ ,19 _____ .

 A True Record
 Attest

                           ___________________________
                           Secretary



  RESOLUTION OF BOARD OF DIRECTORS OF (#17)


          RESOLVED , That the Treasurer is hereby
 authorized and directed to pay to each officer and
 employee of this Corporation who has been in its
 employ for a period of_______________ (          )
 months or more, a sum equal to per cent (        %) of
 his or her annual salary, and to each employee who
 has been in the employ of the Corporation for a
 period of less than (              ) months, the sum
 of ____________________________________ Dollars ($
             ), as additional compensation, the total
 sum thus expended to be charged by the Treasurer to
 the salary account.
          I do hereby certify that I am the duly
 elected and qualified Secretary, and that the above is
 a true and correct copy of a resolution duly adopted
 at a meeting of the Board of Directors thereof,
 convened and held in accordance with the law and the
 By-laws of said Corporation on
 _______________________, 19 ____ ,and that such
 resolution is now in full force and effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ________________________ ,19 ___ .

 A True Record
 Attest                   ____________________________
                          Secretary


  RESOLUTION OF BOARD OF DIRECTORS OF (#18)


        RESOLVED, Upon presentment of an itemized
 statement that the Treasurer of this Corporation is
 hereby authorized and directed to reimburse
 ________________________ , for moneys advanced and
 expenses incurred and paid for by ___________________
 _______________________________________ in connection
 with the proper business purposes of this Corporation.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with the law and the By-laws of
 said Corporation on ___________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ , 19 __ .

 A True Record
 Attest
                                   ___________________
                                   Secretary

  RESOLUTION OF BOARD OF DIRECTORS OF (#19)

        WHEREAS, this Corporation, as of the
 _________________ , day of , _______________ , 19 __ ,
 has undistributed surplus funds in the sum of
 _______________  Dollars ($          ), and
        WHEREAS, the Board of Directors have decided
 that __________________ Dollars ($         ) should
 be  set aside from the undistributed surplus funds
 for the purpose of declaring a stock dividend to be
 distributed to the holders of outstanding common
 shares of the Capitol Stock of this Corporation; be it
        RESOLVED, That a stock dividend be and hereby
 is declared in the amount of _______________ per share
 of the common stock of this Corporation, and that the
 same shall be paid by the proper officers on
 _____________ , 19 __ , to shareholders of record as
 of _________________________ ,19 __ .
        FURTHER, RESOLVED, That the proper officers are
 authorized and directed to transfer ________________
 Dollars ($                   ) from earned (or other)
 surplus to the capital account.
       I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ________________________ , 19 __ ,
 and that such resolution is now in full force and
 effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ___________________ ,19 __ .
 A True Record
 Attest


                                   ___________________
                                   Secretary



  RESOLUTION OF BOARD OF DIRECTORS OF (#20)


        RESOLVED, That it is the dividend policy of the
 Company to place the capital stock of the Company on a
 dividend basis of $ ___________________ per annum,
 payable on the first day of ________________ , should
 the earnings of the Corporation warrant the same,
 subject to the specific declaration and determination
 of the said dividends payable from time to time by the
 Board of Directors.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ___________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ___________________ ,19 __ .

 A True Record
 Attest



                                       _______________
                                       Secretary







  RESOLUTION OF BOARD OF DIRECTORS OF (#21)


        RESOLVED, That the quarterly dividend of this
 Corporation be and hereby is declared payable to
 holders of record as of _________________ , 19 __ , of
 the common stock of this Corporation, in the amount of
 _____________ per share of stock, and the Treasurer is
 hereby directed to draw on the corporate funds for the
 payment of the dividend, on _________________ ,19 __ .

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on __________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ ,19 __ .

 A True Record
 Attest


                               ________________________
                               Secretary






  RESOLUTION OF BOARD OF DIRECTORS OF (#22)


        WHEREAS, The directors want to improve the
 financial condition of the Company, be it ___________.
        RESOLVED, That no dividends be declared on the
 stock of the Company for the fiscal year 19 __ , and
 that the earnings of the Company of the year 19 __ ,
 be credited to the Surplus Account.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _______________ , 19 __ , and that
 such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ___________________ , 19 __ .

 A True Record
 Attest

                                 _____________________
                                 Secretary



  RESOLUTION OF BOARD OF DIRECTORS OF (#23)


        RESOLVED, That the officers of this Corporation
 shall at all times be obligated to repay to the
 Corporation that amount paid to such officers as
 salary or expenses that has been disallowed by the
 Internal Revenue Service as a deduction in the
 computation of the Corporation's federal income tax.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on __________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ________________ ,19 __ .

 A True Record
 Attest

                                  ____________________
                                  Secretary






  CERTIFICATE OF CONSENT OF


        We, the undersigned officers, agree to repay to
 the Corporation, that part of the salary or expenses
 granted for 19 __ , that has been disallowed as a
 deduction in the computation of the Corporation's
 federal income tax for 19 __ . We further agree to
 make any such repayment within 90 days after a final
 disallowance of the aforesaid deduction either by the
 Internal Revenue Service or by any court to which the
 Corporation may appeal.

     Name          Title          Signature

 ______________  ______________  _______________

 ______________  ______________  _______________

 ______________  ______________  _______________

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ____________________ , 19 ___ ,
 and that such resolution is now in full force and
 effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ ,19 __ .
 A True Record
 Attest



                                 ____________________
                                 Secretary






  RESOLUTION OF BOARD OF DIRECTORS OF (#24)


         WHEREAS , the Board of Directors of this
 Corporation encourages long-term service with this
 Corporation, and encourages greater productivity and
 efficiency on the part of said employees, and
 _________________.
         WHEREAS, said Board of Directors believes that
 a profit-sharing plan will accomplish said objectives,
 be it _________________________.
         RESOLVED, That an Employee Profit-Sharing
 Plan, a copy of which is hereby annexed to and made a
 part of the minutes of this meeting, is hereby
 adopted, subject to the approval of the stockholders
 at their special meeting to be called after a
 favorable ruling under Secs. 401(a) and 404 of the
 Internal Revenue Code of 1954 has been secured from
 the Internal Revenue Service.
         RESOLVED, FURTHER, That
 ______________________, Secretary of this Corporation,
 is hereby authorized and directed on behalf of this
 Corporation, to execute, seal and deliver the Trust
 Agreement between __________
 _____________________________________ and
 _____________ __________________________ , Trustee,
 pursuant to __________________________ Profit-Sharing
 Plan, a copy of which Agreement is hereby ordered
 annexed to and made part of the minutes of this
 meeting, and
        RESOLVED, FURTHER, That
 ______________________________________________ ,
 _____________________________________ , and
 _________________________________ are appointed
 members of, and shall constitute, the Profit-Sharing
 Committee provided for in _________________________
 Profit-Sharing Plan, the members of said Committee to
 hold office until the next annual meeting of the
 Board of Directors or until their successors are duly
 appointed, and


         RESOLVED, FURTHER, That the President and the
 several officers of this Corporation and each of them
 are authorized to retain _____________________ , as
 counsel, to give him an appropriate power of attorney,
 and to instruct him to take such action as shall be
 necessary to secure a ruling from the Internal Revenue
 Service that ______________________________________.
 Employee Profit-Sharing Plan is qualified under Secs.
 401(a) and 404 of the Internal Revenue Code of 1954
 and to take other action as said officers or any of
 them shall deem appropriate and necessary to put
 ________________________ Profit-Sharing Plan into
 operation, and counsel shall thereupon provide the
 Board his opinion as to full legal compliance.
         I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _________________________ , 19 __
 , and that such resolution is now in full force and
 effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ________________________ ,19 __ .

 A True Record
 Attest


                                   ___________________
                                   Secretary




  RESOLUTION OF BOARD OF DIRECTORS OF (#25)


        WHEREAS, the Board of Directors of this
 Corporation deems it advisable to provide for the
 retirement security of its employees, be it _________
 .
        RESOLVED, That the Pension Plan, a copy of
 which is annexed to the minutes of this meeting and
 made a permanent part of the record thereof, be and
 hereby is adopted and approved.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ____________________ ,19 __ .

 A True Record
 Attest


                                    ___________________
                                    Secretary






  RESOLUTION OF BOARD OF DIRECTORS OF (#26)


        WHEREAS, the Stockholders of this Corporation,
 have voted to approve the Stock Option Plan and to
 authorize the Board of Directors to grant key
 employees option to purchase shares under the
 provisions of said plan, and to set aside a total of
 ____________________________ (                     )
 shares of the common stock, without par value, of this
 Corporation for said purpose, be it
        RESOLVED, That the Board of Directors of this
 Corporation shall hereby set aside a total of ______
 _________ (       ) shares of the common stock,
 without par value, of this Corporation, for sale to
 the executives and key employees under the terms of
 said Stock Option Plan.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _______________________ , 19 ___ ,
 and that such resolution is now in full force and
 effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _____________________ ,19 __ .

 A True Record
 Attest

                                   ___________________
                                   Secretary




  RESOLUTION OF STOCKHOLDERS OF (#7)


        RESOLVED, That the Stock Option Plan annexed to
 this resolution is hereby approved, and ______________
 ________________ .
        RESOLVED, FURTHER, That the Board of Directors
 is hereby authorized to set aside a total of _________
 ___________ (                  ) shares of the common
 stock without par value of this Corporation, provided
 for by the increase in the capitol stock duly
 authorized by the stockholders of this Corporation on
 ____________________________ , 19 __ , for sale and
 issuance to the executives and key employees of this
 Corporation upon the terms of said Stock Option Plan.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on __________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _____________________ , 19 __ .

 A True Record
 Attest


                                    _________________
                                    Secretary




  RESOLUTION OF BOARD OF DIRECTORS OF (#27)


        WHEREAS, a health care program is desirable to
 promote better company - employee relations, be it
 _________________________ .
        RESOLVED, That the Employee Medical-Dental
 Expense Plan, a copy of which is annexed to the
 minutes of this meeting and to become a part of the
 record hereof, be, and the same hereby is approved and
 adopted.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 __________________ ,19 __ .

 A True Record
 Attest

                                   __________________
                                   Secretary


  RESOLUTION OF BOARD OF DIRECTORS (#1)


        WHEREAS, this Corporation considered a plan
 providing for wage payments to sick and injured
 employees, and ________________________________ .
        WHEREAS, the officers have presented to this
 meeting their recommendation for the adoption of a
 Wage Continuation Plan, a copy of which is attached to
 and made a part of this Resolution, be it ____________
        RESOLVED, That the Board of Directors hereby
 adopts the annexed Wage Continuation Plan, and that
 the Treasurer of this Corporation is hereby authorized
 and directed to make payments to eligible employees in
 accordance with said Plan.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on __________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 __________________ , 19 __ .

 A True Record
 Attest

                                  __________________
                                  Secretary





  RESOLUTION OF BOARD OF DIRECTORS OF (#28)


        WHEREAS, a group legal services plan is
 desirable to promote better company-employee relations
 by making legal services available to employees at
 reduced or no cost to the employees, be it ___________
        RESOLVED, That the Treasurer be and hereby is
 authorized to contract with _________________________
 , for a group legal services plan which shall provide
 that:

       (1) All full-time employees having one year or
           more service with the Company shall be
           participants in the plan; and
       (2) The costs of the plan shall be paid by the
           Company to the extent of         %.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on ___________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ___________________ , 19 __ .

 A True Record
 Attest


                                     _________________
                                     Secretary







  RESOLUTION OF BOARD OF DIRECTORS OF (#29)

        WHEREAS, a group insurance program is desirable
 to promote better company-employee relations by
 providing career employees with insurance on their
 lives at no cost to the employees, be it ___________
 ________________ .
        RESOLVED, That the Treasurer be and hereby is
 authorized to contract for a group insurance program,
 which shall provide that:

        (1) All employees having ____________ year(s)
            or more service with the __________ company
            shall receive life insurance;
        (2) Each life insurance policy shall be in the
            amount of $ ___________ ; __________ and
        (3) The entire cost of the group insurance
            program shall be paid by the Company.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on __________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ___________________ , 19 __ .

 A True Record
 Attest


                                 ____________________
                                 Secretary



  RESOLUTION OF STOCKHOLDERS OF (#8)


        RESOLVED, Upon recommendation of the Board, the
 Employee Benefit Plan appended to this resolution is
 hereby approved, and, ______________________________ .
        RESOLVED, FURTHER, That the Board of Directors
 is hereby authorized to set aside from the net
 earnings annually, such a sum as they deem proper but
 not to exceed _____________ (            %) of said
 net profits, for the purpose of funding such benefit
 plan.

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on __________________ , 19 __ , and
 that such resolution is now in full force and effect.

        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _____________________ , 19 __ .

 A True Record
 Attest


                                   ___________________
                                   Secretary






  RESOLUTION OF STOCKHOLDERS OF (#9)

         WHEREAS, it will improve employee retention
 and performance if the Corporation puts into effect a
 specific plan to provide for the welfare of its
 employees, and
         WHEREAS, in furtherance of this purpose, the
 officers of the Corporation have prepared and
 submitted to the Board of Directors an Employees'
 Welfare Plan, a copy of which is hereto annexed, be it
         RESOLVED, That the Board of Directors hereby
 adopts the Employees' Welfare Plan as set forth in the
 annexed copy, subject to the approval of the
 stockholders at their next meeting, and
         RESOLVED, FURTHER, That the officers of the
 Corporation are hereby authorized to take such action
 as may be necessary to implement the Plan.
         I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with law and the By-laws of
 said Corporation on _______________________ , 19 __ ,
 and that such resolution is now in full force and
 effect.
         IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 ________________________ ,19 __ .

 A True Record
 Attest


                                       ________________
                                       Secretary



  RESOLUTION OF BOARD OF DIRECTORS OF (#30)


        RESOLVED, That the President of the Corporation
 is hereby authorized to make a contract with
 _________________________________ under which, if
 still in the Corporation's employ at the time of his
 death, or has previously retired in accord with the
 Corporation's retirement policy, the Corporation shall
 on his or her death, pay to his beneficiary or
 beneficiaries, as named in said contract, the sum of
 __________________________ Dollars ($             ).

        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with the law and the By-laws of
 said Corporation on ___________________ , 19 __ , and
 that such resolution is now in full force and effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _____________________ ,19 __ .

 A True Record
 Attest


                                   ________________
                                   Secretary






  RESOLUTION OF BOARD OF DIRECTORS OF (#31)

        WHEREAS, _________________________________ , a
 of this Corporation has requested that the Corporation
 lend to him the sum of ______________________________
 Dollars ($                   ), and has offered to
 furnish ________________________________ as security
 for said loan, and has agreed to pay interest on said
 loan at the rate of _______________ per cent (
       %) per annum, and
        WHEREAS, the said Corporation has sufficient
 surplus funds to enable it to advance the said sum of
 ______________  Dollars ($                 ), be it
 ____________________________ .
        RESOLVED, That____________________________ ,
 thePresident, or ____________________________ , the
 Treasurer of this Corporation, are hereby authorized
 to issue a check to the said
 __________________________ for the sum of Dollars ($
              ) upon receipt by them of said security.
        I do hereby certify that I am the duly elected
 and qualified Secretary, and that the above is a true
 and correct copy of a resolution duly adopted at a
 meeting of the Board of Directors thereof, convened
 and held in accordance with the law and the By-laws of
 said Corporation on ______________________ , 19 __ ,
 and that such resolution is now in full force and
 effect.
        IN WITNESS WHEREOF, I have affixed my name as
 Secretary and have caused the corporate seal of said
 Corporation to be hereunto affixed, this day of
 _____________________ , 19 __ .
 A True Record
 Attest


                                   ____________________
                                   Secretary




  ASSIGNMENT OF ASSETS

        This agreement is made and entered into this
 _______ day of ____________________ , 19 __ , by and
 between _____________________________________
 (Stockholder) and __________________________________ ,
 a Corporation hereinafter referred to as
 "Corporation".

                       WITNESSETH:
        WHEREAS, on the ____________ day of
 ___________________________ ,19 __ , the Corporation
 will have been formed by Articles of Incorporation
 being filed with the Secretary of State of _______
 ______________ and at the time it was necessary to
 transfer certain assets into the Corporation in order
 to capitalize the Corporation; and
       WHEREAS,____________________________________ is
 desirous of transferring to the Corporation certain
 assets shown on the attached Exhibit "A", and the
 Corporation is desirous of receiving said assets.
        NOW, THEREFORE, for and in consideration of the
 mutual covenants and agreements hereinafter entered
 into, it is agreed as follows: 1.
 _____________________________________ does hereby
 transfer and assign those assets listed on the
 attached Exhibit "A" to the Corporation. 2.     In
 consideration for said transfer the Corporation
 issues to ____________________ , (            )
 shares of _______________ stock in the Corporation,
 par value $ ____________ per share.
        DATED this _____________ day of
 _____________________ ,19 __ .

                                   ___________________
                                   Stockholder



                                   By: _______________
                                        Corporation



  NOTICE OF ORGANIZATION MEETING
   OF INCORPORATORS AND DIRECTORS

 TO: _________________________
     _________________________
     _________________________


 PLEASE BE ADVISED THAT:

       We, the undersigned, do hereby constitute a
 majority of the directors named in the Articles of
 Incorporation of _______________________________ , a
 corporation;
       Pursuant to state law, we are hereby calling an
 organization meeting of the Board of Directors and
 incorporators named in the Articles of Incorporation
 of the above named corporation; for the purpose of
 adopting by-laws, electing officers, and transacting
 such other business as may come before the meeting;
 and
       Said organization meeting shall be held
 at__________________________________________________
 on ________________________ , 19 __ at _____________
 o'clock ____ .m.

 ______________________        ______________________

 ______________________        ______________________


                  RECEIPT OF NOTICE


 __________________                 _________________
 Addressee-Director                 Date Received






  WAIVER OF NOTICE OF ORGANIZATION
   MEETING OF INCORPORATORS AND DIRECTORS
           OF _____________________________

       We do hereby constitute the incorporators and
 directors of the above named corporation and do hereby
 waive notice of the organization meeting of directors
 and incorporators of the aforesaid corporation.
       Furthermore, we hereby agree that said meeting
 shall be held at o'clock __ .m. on
 ____________________ , 19 __ at the following place:
       We do hereby affix our names to show our waiver
 of notice of said meeting.

 _________________________
 _________________________


 _________________________
 _________________________


 Dated:







  MINUTES, FIRST MEETING
   OF SHAREHOLDERS

         The first meeting of the shareholders
 of_________________________ _________________________
 was held at_________________________ on the
 ___________________ day of _________________________ ,
 19 __ at o'clock __ .m.
         The meeting was duly called to order by the
 President. He stated the purpose of the meeting.
         Next, the Secretary read the list of
 shareholders as they appear in the record book of the
 Corporation. He reported the presence of a quorum of
 shareholders.
         Next, the Secretary read a waiver of notice
 of the meeting, signed by all shareholders. On a
 motion duly made, seconded and  carried, the waiver
 was ordered appended to the minutes of this meeting.
         Next, the President asked the Secretary to
 read: (1) the minutes of the organization meeting of
 the Corporation; and (2) the minutes of the first
 meeting of the Board of Directors.
         A motion was duly made, seconded and carried
 unanimously that the following resolution be adopted:
         WHEREAS, the minutes of the organization
 meeting of the Corporation and the minutes of the
 first meeting of the Board of Directors have been read
 to this meeting, and
         WHEREAS, by-laws were adopted and directors
 and officers were elected at the organization meeting,
 it is hereby
         RESOLVED that this meeting approves and
 ratifies the election of the said directors and
 officers of this Corporation for the term of
 ______________ years, directors and officers of this
 Corporation for the term of ______________ years,
 directors and officers of this Corporation for the
 term of ______________ years, Corporation for the


 and approves, ratifies and adopts said by-laws as the
 by-laws of the corporation. It is further
        RESOLVED that all acts taken and decisions made
 at the organization meeting and the first meeting of
 the Board are approved and ratified. It is further
        RESOLVED that signing of these minutes
 constitutes full ratification by the signatories and
 waiver of notice of the meeting.
        There being no further business, the meeting
 was adjourned, Dated the _____________ day of
 __________________________ , 19 __ ,


                                 ____________________
                                  Secretary



 __________________________

 __________________________

 __________________________

 __________________________
 Directors

 Appended hereto:
        Waiver of notice of meeting.



  MINUTES OF ORGANIZATION MEETING OF
   BOARD OF DIRECTORS OF

        The organizational meeting of the Board of
 Directors of ________________ , was held at
 ________________________________________ on
 ___________________________ , 19 __ , at      :00 _ .
 m.  Present were ___________________________________ ,
 ______________________________________ ,
 ____________________________ , being the persons
 designated as the Directors in the Articles of
 Incorporation. ____________________________________
 acted as temporary Chairman of the meeting and
 ___________________________________ acted as temporary
 Secretary.
        The Chairman announced that the meeting had
 been duly called by the Incorporators of the
 Corporation.
        The Chairman reported that the Articles of
 Incorporation of the Corporation had been duly filed
 with the State of ______________________ on 19__ .
 The Certificate of lncorporation and a copy of said
 Articles of Incorporation were ordered to be inserted
 in the Minutes as a part of the records of the
 meeting.
         A proposed form of By-laws for the regulation
 and the management of the affairs of the Corporation
 was then presented at the meeting. The By-laws were
 read and considered and, upon motion duly made and
 seconded, it was:
        RESOLVED, that the form of By-laws of the
 Corporation, as presented to this meeting, a copy of
 which is directed to be inserted in the Minute Book
 of the Corporation be, and the same are hereby
 approved and adopted as the By-laws of the
 Corporation.



         The following persons were nominated officers
 of the Corporation to serve until their respective
 successors are chosen and qualify:
                PRESIDENT:
                VICE PRESIDENT:
                SECRETARY:
                TREASURER:
        The Chairman announced that the aforenamed
 persons had been elected to the office set opposite
 their respective names.
        The President thereupon took the chair and the
 Secretary immediately assumed the discharge of the
 duties of that office.
        The President then stated that there were a
 number of organizational matters to be considered at
 the meeting and a number of resolutions to be adopted
 by the Board of Directors.
         The form of stock certificates was then
 exhibited at the meeting. Thereupon, a motion duly
 made and seconded, it was:
                RESOLVED, that the form of stock
 certificates presented at this meeting be, and the
 same is hereby adopted and approved as the stock
 certificate of the Corporation, a specimen copy of
 the stock certificate to be inserted with these
 Minutes.
                FURTHER RESOLVED, that the officers
 are hereby authorized to pay or reimburse the payment
 of all fees and expenses incident to and necessary
 for the organization of this Corporation.  The Board
 of Directors then considered the opening of a
 corporate bank account to serve as a depository for
 the funds of the Corporation. Following discussion,
 on motion duly made and seconded, it was:
                RESOLVED, that the Treasurer be
 authorized, empowered and directed to open an account
 with


 and to deposit therein all funds of the Corporation,
 all drafts, checks and notes of the Corporation,
 payable on said account to be made in the corporate
 name signed by
        FURTHER RESOLVED, that officers are hereby
 authorized to execute such resolutions (including
 formal Bank Resolutions), documents and other
 instruments as may be necessary or advisable in
 opening or continuing said bank account. A copy of
 the applicable printed form of Bank Resolution hereby
 adopted to supplement these Minutes is ordered
 appended to the Minutes of this meeting.  It is
 announced that the following persons have offered to
 transfer the property listed below in exchange for
 the following shares of the stock of the Corporation:

                  Payment,
                Consideration,             Number of
 Name            or Property                Shares


 Upon motion duly made and seconded, it was:
        RESOLVED, that acceptance of the offer of the
 above-named person is in the best interest of the
 Corporation and necessary for carrying out the
 corporate business, and in the judgement of the Board
 of Directors, the assets proposed to be transferred to
 the Corporation are reasonably worth the amount of
 consideration deemed therefor, and the same hereby is
 accepted, and that upon receipt of the consideration
 indicated above, the President and the Secretary are
 authorized to issue certificates of fully-paid,
 nonassessable capital stock of this Corporation in
 the amounts indicated to the above-named persons.
         In order to provide for the payment of
 expenses of incorporation and organization of the
 Corporation, on motion duly made, seconded and
 unanimously carried, the following resolution was
 adopted:
                RESOLVED, that the President and the
 Secretary and/or Treasurer of this Corporation be and
 they are hereby authorized and directed to pay the
 expenses of this Corporation, including attorney's
 fees for incorporation, and to reimburse the persons
 who have made  disbursements, thereof.
         After consideration of the pertinent issues
 with regard to the tax year and accounting basis, on
 motion duly made, and seconded and unanimously
 carried, the following resolution was adopted:
                RESOLVED, that the first fiscal year of
 the Corporation shall _______ commence on
 ________________________________ , and end on
 _________ ________ .

             FURTHER RESOLVED, that the Corporation
 report its income and expenses on a cash basis.

         The President then stated that it would be
 desirable to have a resolution authorizing the
 President to negotiate contracts, loans, leases, and
 other arrangements on behalf of the Corporation in
 connection with the operation of the business,
 including the acquisition of leases for the rental of
 offices for the Corporation. Thereupon, on motion duly
 made, and seconded and unanimously carried, it was:
                RESOLVED, that the President be and is
 hereby authorized to execute on behalf of the
 Corporation leases, contracts, mortgages, promissory
 notes, checks, drafts, and other documents necessary
 to the normal conduct of the Corporation's business
 and in accordance with the By-laws such authority
 shall be general and not confined to


 specific instances.
        The President then presented to the meeting the
 hiring of personnel by the Corporation and presented a
 form of employment contract between the Corporation
 and _________________________ ,and proposed that said
 contract be accepted by the Corporation with respect
 to _____________________________ and following discus-
 sion, it was unanimously:
                RESOLVED, that the President be and is
 hereby authorized and directed to enter into
 employment contracts with certain employees, such
 contract shall be for the term and the rate stated in
 the attached Employment Agreements.
         The next matter discussed related to the
 employees' attendance at conventions and seminars, in
 order that said employees can stay abreast of the new
 developments in the field, and after careful
 consideration, on motion duly made, seconded and
 unanimously carried it was:
                RESOLVED, that it shall be the policy
 of the Corporation to reimburse each employee or to
 pay directly on his behalf all expenses incidental to
 his attendance at conventions and seminars as may be
 approved by the President. Reimbursement shall
 include ful] reimbursement for commercial and private
 transportation expenses, plus other necessary and
 ordinary out-of-pocket expenses incidental to the said
 travel, including meals and lodging.
         The matter of expenses and compensation of the
 members of the Board of Directors was then brought on
 for discussion. After due deliberation and discus-
 sion, and upon motion duly made and seconded, it was:
                RESOLVED, that the members of the Board
 of Directors be reimbursed for their expenses incurred
 in attending each meeting of the Board of Directors,
 and that the compensation paid to each member of the
 Board be set at a yearly sum of
      $ _____________________ , payable at the
      close of each annual meeting of the Board.
      A general discussion was then held concerning
 the immediate commencement of business operations as
 a Corporation and it was determined that business
 operations of the Corporation would commence as of
 _________________ . It was agreed that no fixed date
 would be set for holding meetings of the Board of
 Directors except the regular meeting to be held
 immediately after the annual meetings of shareholders,
 as provided in the By-laws of the Corporation but
 that meetings of the Directors would be periodically
 called by the President and Secretary or others as
 provided by the By-laws. Upon motion duly made,
 seconded and unanimously carried, it was:
                RESOLVED, that the officers of the
 Corporation are hereby authorized to do any and all
 things necessary to conduct the business of the
 Corporation as set forth in the Articles of
 Incorporation and By-laws of the Corporation.
         The President then stressed the necessity of
 having the Board govern the day to day operations of
 the Corporation. Thereupon, a motion duly made,
 seconded and unanimously carried, it was:
                RESOLVED, that the Board of Directors
 shall have exclusive direction of all corporate
 activities, including disposition of medical
 activities of its professional employees including
 work load, hours to be worked, fees charged, and the
 employment of all professional and non-professional
 employees except that if any person is a lay Director
 they shall not exercise any authority whatsoever over
 professional matters.
        Upon motion duly made, seconded, and
 unanimously carried the following resolution was
 adopted:
                RESOLVED, that, if required,
 that_________________________ _______ be, and hereby
 is, appointed Resident Agent in the State of The
 office of the Resident Agent will be located at
         The Chairman then presented to the meeting the
 question of electing the provisions of Section 1244 of
 the Internal Revenue Code. He noted that this Section
 permits ordinary loss treatment when either the holder
 of Section 1244 stock sells or exchanges such stock at
 a loss or when such stock becomes worthless. After a
 discussion, the following preamble was stated and the
 following resolution was unanimously:
                RESOLVED, THAT:
                WHEREAS, this Corporation qualifies as
 a small business corporation as defined in Section
 1244, but
                WHEREAS, the Board of Directors are
 concerned over future tax law changes modifying
 Section 1244 as presently enacted (subsequent to the
 Revenue Act of 1978) and thus desire to safeguard
 this Corporation's 1244 election by complying with
 prior law as well as _______ present law, and
                WHEREAS, pursuant to the requirements
 of Section 1244 and the Regulations issued thereunder,
 the following plan has been submitted to the
 Corporation by the Board of Directors of the
 Corporation :
               (a) The plan as hereafter set forth
 shall, upon its adoption by the Board of Directors of
 the Corporation immediately become effective.
               (b) No more than_______________ shares
 of common stock are authorized to be issued under this
 plan, such stock to have a par value of $
 _____________ per share.
               (c) Stock authorized under this plan
 shall be issued only in exchange for money, or
 property susceptible to monetary valuation other than
 capital stock, securities or services rendered or to
 be rendered. The aggregate dollar amount to be
 received for such stock shall not exceed $1,000,000,
 and the sum of each aggregate dollar amount and the
 equity capital of the Corporation (determined on the
 date of adoption of the plan) shall not exceed $1,000,
 000.
                (d) Any stock options granted during
 the life of this plan which apply to the stock
 issuable hereunder shall apply solely to such stock
 and to no other and must be exercised within the
 period in which the plan is effective.
                (e) Such other action as may be
 necessary shall be taken by the Corporation to
 qualify the stock to be offered and issued under this
 plan as "Section 1244 Stock", as such term is defined
 in the Internal Revenue Code and the regulations
 issued thereunder.
                 NOW, THEREFORE, the foregoing plan to
 issue Section 1244 Stock is adopted by the
 Corporation and the appropriate officers of the
 Corporation are authorized and directed to take all
 actions deemed by them necessary to carry out the
 intent and purpose of the recited plan. There being
 no further business requiring Board action or
 consideration;   On motion duly made, seconded and
 carried, the meeting was adjourned.

 Dated:
                             ________________________
                             Secretary of the Meeting






  BY-LAWS
   OF

                            ARTICLE I

                             OFFICES
       The principal office of the Corporation in the
 State of shall be located in________________ , County
 of ____________.  The Corporation may have such other
 offices, either within or without the State of
 _______________ , as the Board of Directors may
 designate or as the business of the Corporation may
 require from time to time.

                            ARTICLE II

                           SHAREHOLDERS
      SECTION 1. Annual Meeting. The annual meeting of
 the shareholders shall be held on the _________ day in
 the month of __________ in each year, beginning with
 the year l9 __ , at the hour of _______ o'clock __ .m.
 , for the purpose of electing Directors and for the
 transaction of such other business as may come before
 the meeting. If the day fixed for the annual meeting
 shall be a legal holiday in the State of ____________
 , such meeting shall be held on the next succeeding
 business day. If the election of Directors shall not
 be held on the day designated herein for any annual
 meeting of the shareholders, or at any adjournment
 thereof, the Board of Directors shall cause the
 election to be held at a special meeting of the
 shareholders as soon thereafter as conveniently may
 be.
       SECTION 2. Special Meetings. Special meetings of
 the shareholders, for any purpose or purposes, unless
 otherwise prescribed by statute, may be called by the
 President or by the Board of Directors, and shall be
 called by the President at the request of the holders
 of not less than ___________ percent (          %) of
 all the outstanding shares of the Corporation
 entitled to vote at the meeting.
       SECTION 3. Place of Meeting. The Board of
 Directors may designate any place, either within or
 without the State of _______________ , unless
 otherwise prescribed by statute, as the place of
 meeting for any annual meeting or for any special
 meeting. A waiver of notice signed by all
 shareholders entitled to vote at a meeting may
 designate any place, either within or without the
 State of ______________ , unless otherwise prescribed
 by statute, as the place for the holding of such
 meeting. If no designation is made, the place of
 meeting shall be the principal office of the
 Corporation.
        SECTION 4. Notice of Meeting. Written notice
 stating the place, day and hour of the meeting and, in
 case of a special meeting, the purpose or purposes for
 which the meeting is called, shall unless otherwise
 prescribed by statute, be delivered not less than (
        ) nor more than (            ) days before the
 date of the meeting, to each shareholder of record
 entitled to vote at such meeting. If mailed, such
 notice shall be deemed to be delivered when deposited
 in the United States Mail, addressed to the
 shareholder at his address as it appears on the stock
 transfer books of the Corporation, with postage
 thereon prepaid.
        SECTION 5. Closing of Transfer Books or Fixing
 of Record For the purpose of determining shareholders
 entitled to notice of or to vote at any meeting of
 shareholders or any adjournment thereof, or
 shareholders entitled to receive payment of any
 dividend, or in order to make a determination of
 shareholders for any other proper purpose, the Board
 of Directors of the Corporation may provide that the
 stock transfer books shall be closed for a stated
 period, but not to exceed in any case fifty (50) days.
 If the stock transfer books shall be closed for the
 purpose of determining shareholders entitled to
 notice of or to vote at a meeting of share- holders,
 such books shall be closed for at least (       )
 days immediately preceding such meeting. In lieu of
 closing the stock transfer books, the Board of
 Directors may fix in advance a date as the record date
 for any such determination of shareholders, such date
 in any case to be not more than (            ) days
 and, in case of a meeting of shareholders, not less
 than (             ) days, prior to the date on which
 the particular action requiring such determination of
 shareholders is to be taken. If the stock transfer
 books are not closed and no record date is fixed for
 the determination of shareholders entitled to notice
 of or to vote at a meeting of shareholders, or
 shareholders entitled to receive payment of a
 dividend, the date on which notice of the meeting is
 mailed or the date on which the resolution of the
 Board of Directors declaring such dividend is adopted,
 as the case may be, shall be the record date for such
 determination of shareholders. When a determination of
 shareholders entitled to vote at any meeting of
 shareholders has been made as provided in this
 section, such determination shall apply to any
 adjournment thereof.
      SECTION 6. Voting Lists  The officer or agent
 having charge of the stock transfer books for shares
 of the corporation shall make a complete list of the
 shareholders entitled to vote at each meeting of
 shareholders or any adjournment thereof, arranged in
 alphabetical order, with the address of and the
 number of shares held by each. Such list shall be
 produced and kept open at the time and place of the
 meeting and shall be subject to the inspection of any
 shareholder during the whole time of the meeting for
 the purposes thereof.
        SECTION 7. Quorum.  A majority of the
 outstanding shares of the Corporation entitled to
 vote, represented in person or by proxy, shall
 constitute a quorum at a meeting of shareholders.  If
 less than a majority of the outstanding shares are
 represented at a meeting, a majority of the shares so
 represented may adjourn the meeting from time to time
 without further notice. At such adjourned meeting at
 which a quorum shall be present or represented, any
 business may be transacted which might have been
 transacted at the meeting as originally noticed. The
 shareholders present at a duly organized meeting may
 continue to transact business until adjournment,
 notwithstanding the withdrawal of enough shareholders
 to leave less than a quorum.
        SECTION 8. Proxies.   At all meetings of
 shareholders, a shareholder may vote in person or by
 proxy executed in writing by the shareholder or by his
 duly authorized attorney-in-fact. Such proxy shall be
 filed with the secretary of the Corporation before or
 at the time of the meeting. A meeting of the Board of
 Directors may be had by means of a telephone
 conference or similar communications equipment by
 which all persons participating in the meeting can
 hear each other, and participation in a meeting under
 such circumstances shall constitute presence at the
 meeting.
        SECTION 9. Voting of Shares.  Each outstanding
 share entitled to vote shall be entitled to one vote
 upon each matter submitted to a vote at a meeting of
 shareholders.
        SECTION 10. Voting of Shares by Certain
 Holders. Shares standing in the name of another
 corporation may be voted by such officer, agent or
 proxy as the By-Laws of such corporation may
 prescribe or, in the absence of such provision, as
 the Board of Directors of such corporation may
 determine.
         Shares held by an administrator, executor,
 guardian or conservator may be voted by him, either
 in person or by proxy, without a transfer of such
 shares into his name. Shares standing in the name of
 a trustee may be voted by him, either in person or by
 proxy, but no trustee shall be entitled to vote
 shares held by him without a transfer of such shares
 into his name.
         Shares standing in the name of a receiver may
 be voted by such receiver, and shares held by or under
 the control of a receiver may be voted by such
 receiver without the transfer thereof into his name,
 if authority so to do be contained in an appropriate
 order of the court by which such receiver was
 appointed.
       A shareholder whose shares are pledged shall be
 entitled to vote such shares until the shares have
 been transferred into the name of the pledgee, and
 thereafter the pledgee shall be entitled to vote the
 shares so transferred.
       Shares of its own stock belonging to the
 Corporation shall not be voted, directly or
 indirectly, at any meeting, and shall not be counted
 in determining the total number of outstanding shares
 at any given time.
        SECTION 11. Informal Action by Shareholders.
 Unless otherwise provided by law, any action required
 to be taken at a meeting of the shareholders, or any
 other action which may be taken at a meeting of the
 shareholders, may be taken without a meeting if a
 consent in writing, setting forth the action so taken,
 shall be signed by all of the shareholders entitled to
 vote with respect to the subject matter thereof.

                            ARTICLE III

                        BOARD OF DIRECTORS
        SECTION 1. General Powers.  The business and
 affairs of the Corporation shall be managed by its
 Board of Directors.
       SECTION 2. Number, Tenure and Qualifications.
 The number of directors of the Corporation shall be
 fixed by the Board of Directors, but in no event
 shall be less than (           ). Each director shall
 hold office until the next annual meeting of
 shareholders and until his successor shall have been
 elected and qualified.
        SECTION 3. Regular Meetings. A regular meeting
 of the Board of Directors shall be held without other
 notice than this By-Law immediately after, and at the
 same place as, the annual meeting of shareholders. The
 Board of Directors may provide, by resolution, the
 time and place for the holding of additional regular
 meetings without notice other than such resolution.
       SECTION 4. Special Meetings. Special meetings of
 the Board of Directors may be called by or at the
 request of the President or any two directors. The
 person or persons authorized to call special meetings
 of the Board of Directors may fix the place for
 holding any special meeting of the Board of Directors
 called by them.
        SECTION 5. Notice. Notice of any special
 meeting shall be given at least one (1) day previous
 thereto by written notice delivered personally or
 mailed to each director at his business address, or by
 telegram. If mailed, such notice shall be deemed to be
 delivered when deposited in the United States Mail so
 addressed, with postage thereon prepaid. If notice be
 given by telegram, such notice shall be deemed to be
 delivered when the telegram is delivered to the
 telegraph company. Any directors may waive notice of
 any meeting. The attendance of a director at a meeting
 shall constitute a waiver of notice of such meeting,
 except where a director attends a meeting for the
 express purpose of objecting to the transaction of any
 business because the meeting is not lawfully called or
 convened.
       SECTION 6. Quorum.  A majority of the number of
 directors fixed by Section 2 of this Article III
 shall constitute a quorum for the transaction of
 business at any meeting of the Board of Directors, but
 if less than such majority is present at a meeting, a
 majority of the directors present may adjourn the
 meeting from time to time without further notice.
        SECTION 7. Manner of Acting. The act of the
 majority of the directors present at a meeting at
 which a quorum is present shall be the act of the
 Board of Directors.
        SECTION 8. Action Without a Meeting.  Any
 action that may be taken by the Board of Directors at
 a meeting may be taken without a meeting if a consent
 in writing, setting forth the action so to be taken,
 shall be signed before such action by all of the
 directors.
        SECTION 9. Vacancies. Any vacancy occurring in
 the Board of Directors may be filled by the
 affirmative vote of a majority of the remaining
 directors though less than a quorum of the Board of
 Directors, unless otherwise provided by law. A
 director elected to fill a vacancy shall be elected
 for the unexpired term of his predecessor in office.
 Any directorship to be filled by reason of an increase
 in the number of directors may be filled by election
 by the Board of Directors for a term of office
 continuing only until the next election of directors
 by the shareholders.
        SECTION 10. Compensation. By resolution of the
 Board of Directors, each director may be paid his
 expenses, if any, of attendance at each meeting of
 the Board of Directors, and may be paid a stated
 salary as director or a fixed sum for attendance at
 each meeting of the Board of Directors or both. No
 such payment shall preclude any director from serving
 the Corporation in any other capacity and receiving
 compensation therefor.
        SECTION 11. Presumption of Assent.  A director
 of the Corporation who is present at a meeting of the
 Board of Directors at which action on any corporate
 matter is taken shall be presumed to have assented to
 the action taken unless his dissent shall be entered
 in the minutes of the meeting or unless he shall file
 his written dissent to such action with the person
 acting as the Secretary of the meeting before the
 adjournment thereof, or shall forward such dissent by
 registered mail to the Secretary of the Corporation
 immediately after the adjournment of the meeting. Such
 right to dissent shall not apply to a director who
 voted in favor of such action.

                            ARTICLE IV

                             OFFICERS

         SECTION 1. Number. The officers of the
 Corporation shall be a President, one or more Vice
 Presidents, a Secretary and a Treasurer, each of whom
 shall be elected by the Board of Directors. Such other
 officers and assistant officers as may be deemed
 necessary may be elected or appointed by the Board of
 Directors, including a Chairman of the Board. In its
 discretion, the Board of Directors may leave unfilled
 for any such period as it may determine any office
 except those of President and Secretary. Any two or
 more offices may be held by the same person, except
 for the offices of President and Secretary which may
 not be held by the same person. Officers may be
 directors or shareholders of the Corporation.
        SECTION 2. Election and Term of Office. The
 officers of the Corporation to be elected by the Board
 of Directors shall be elected annually by the Board of
 Directors at the first meeting of the Board of
 Directors held after each annual meeting of the
 shareholders. If the election of officers shall not be
 held at such meeting, such election shall be held as
 soon thereafter as conveniently may be. Each officer
 shall hold office until his successor shall have been
 duly elected and shall have qualified, or until his
 death, or until he shall resign or shall have been
 removed in the manner hereinafter provided.
         SECTION 3. Removal.  Any officer or agent may
 be removed by the Board of Directors whenever, in its
 judgement, the best interests of the Corporation will
 be served thereby, but such removal shall be without
 prejudice to the contract rights, if any, of the
 person so removed. Election or appointment of an
 officer or agent shall not of itself create contract
 rights, and such appointment shall be terminable at
 will.
        SECTION 4. Vacancies. A vacancy in any office
 because of death, resignation, removal, disqualifi-
 cation or otherwise, may be filled by the Board of
 Directors for the unexpired portion of the term.
        SECTION 5. President. The President shall be
 the principal executive officer of the Corporation
 and, subject to the control of the Board of Directors,
 shall in general supervise and control all of the
 business and affairs of the Corporation. He shall,
 when present, preside at all meetings of the
 shareholders and of the Board of Directors, unless
 there is a Chairman of the Board, in which case the
 Chairman shall preside. He may sign, with the
 Secretary or any other proper officer of the
 Corporation thereunto authorized by the Board of
 Directors, certificates for shares of the Corporation,
 any deeds, mortgages, bonds, contracts, or other
 instruments which the Board of Directors has
 authorized to be executed, except in cases where the
 signing and execution thereof shall be expressly
 delegated by the Board of Directors or by these
 By-Laws to some other officer or agent of the
 Corporation, or shall be required by law to be
 otherwise signed or executed; and in general shall
 perform all duties incident to the office of President
 and such other duties as may be prescribed by the
 Board of Directors from time to time.
        SECTION 6.  Vice President. In the absence of
 the President or in event of his death, inability or
 refusal to act, the Vice President shall perform the
 duties of the President, and when so acting, shall
 have all the powers of and be subject to all the
 restrictions upon the President. The Vice President
 shall perform such other duties as from time to time
 may be assigned to him by the President or by the
 Board of Directors. If there is more than one Vice
 President, each Vice President shall succeed to the
 duties of the President in order of rank as
 determined by the Board of Directors. If no such rank
 has been determined, then each Vice President shall
 succeed to the duties of the President in order of
 date of election, the earliest date having the first
 rank.
        SECTION 7. Secretary. The Secretary shall: (a)
 keep the minutes of the proceedings of the
 shareholders and of the Board of Directors in one or
 more minute books provided for that purpose; (b) see
 that all notices are duly given in accordance with the
 provisions of these By-Laws or as required by law; (c)
 be custodian of the corporate records and of the seal
 of the Corporation and see that the seal of the
 Corporation is affixed to all documents, the execution
 of which on behalf of the Corporation under its seal
 is duly authorized; (d) keep a register of the post
 office address of each shareholder which shall be
 furnished to the Secretary by such shareholder; (e)
 sign with the President certificates for shares of the
 Corporation, the issuance of which shall have been
 authorized by resolution of the Board of Directors;
 (f) have general charge of the stock transfer books of
 the Corporation; and (g) in general perform all duties
 incident to the office of the Secretary and such other
 duties as from time to time may be assigned to him by
 the President or by the Board of Directors.
        SECTION 8. Treasurer. The Treasurer shall: (a)
 have charge and custody of and be responsible for all
 funds and securities of the Corporation; (b) receive
 and give receipts for moneys due and payable to the
 Corporation from any source whatsoever, and deposit
 all such moneys in the name of the Corporation in such
 banks, trust companies or other depositaries as shall
 be selected in accordance with the provisions of
 Article VI of these By-Laws; and (c) in general
 perform all of the duties incident to the office of
 Treasurer and such other duties as from time to time
 may be assigned to him by the President or by the
 Board of Directors. If required by the Board of
 Directors, the Treasurer shall give a bond for the
 faithful discharge of his duties in such sum and with
 such sureties as the Board of Directors shall
 determine.
        SECTION 9. Salaries. The salaries of the
 officers shall be fixed from time to time by the Board
 of Directors, and no officer shall be prevented from
 receiving such salary by reason of the fact that he is
 also a director of the Corporation.

                            ARTICLE V

                            INDEMNITY
         The Corporation shall indemnify its directors,
 officers and employees as follows:
         (a) Every director, officer, or employee of
 the Corporation shall be indemnified by the
 Corporation against all expenses and liabilities,
 including counsel fees, reasonably incurred by or
 imposed upon him in connection with any proceeding to
 which he may be made a party, or in which he may
 become involved, by reason of his being or having been
 a director, officer, employee or agent of the
 Corporation or is or was serving at the request of the
 Corporation as a director, officer, employee or agent
 of the corporation, partnership, joint venture, trust
 or enterprise, or any settlement thereof, whether or
 not he is a director, officer, employee or agent at
 the time such expenses are incurred, except in such
 cases wherein the director, officer, or employee is
 adjudged guilty of willful misfeasance or malfeasance
 in the performance of his duties; provided that in the
 event of a settlement the indemnification herein shall
 apply only when the Board of Directors approves such
 settlement and reimbursement as being for the best
 interests of the Corporation.
         (b)  The Corporation shall provide to any
 person who is or was a director, officer, employee,
 or agent of the Corporation or is or was serving at
 the request of the Corporation as a director, officer,
  employee or agent of the corporation, partnership,
 joint venture, trust or enterprise, the indemnity
 against expenses of suit, litigation or other
 proceedings which is specifically permissible under
 applicable law.
          (c) The Board of Directors may, in its
 discretion, direct the purchase of liability insurance
 by way of implementing the provisions of this Article
 V

                            ARTICLE VI

             CONTRACTS, LOANS, CHECKS AND DEPOSITS

        SECTION 1. Contracts. The Board of Directors
 may authorize any officer or officers, agent or
 agents, to enter into any contract or execute and
 deliver any instrument in the name of and on behalf of
 the Corporation, and such authority may be general or
 confined to specific instances.
         SECTION 2. Loans. No loans shall be
 contracted on behalf of the Corporation and no
 evidences of indebtedness shall be issued in its name
 unless authorized by a resolution of the Board of
 Directors. Such authority may be general or confined
 to specific instances.
         SECTION 3. Checks, Drafts, etc.  All checks,
 drafts or other orders for the payment of money, notes
 or other evidences of indebtedness issued in the name
 of the Corporation, shall be signed by such officer or
 officers, agent or agents of the Corporation and in
 such manner as shall from time to time be determined
 by resolution of the Board of Directors.
         SECTION 4. Deposits.  All funds of the
 Corporation not otherwise employed shall be deposited
 from time to time to the credit of the Corporation in
 such banks, trust companies or other depositaries as
 the Board of Directors may select.

                            ARTICLE VII

            CERTIFICATES FOR SHARES AND THEIR TRANSFER
        SECTION 1. Certificates for Shares.
 Certificates representing shares of the Corporation
 shall be in such form as shall be determined by the
 Board of Directors. Such certificates shall be signed
 by the President and by the Secretary or by such other
 officers authorized by law and by the Board of
 Directors so to do, and sealed with the corporate
 seal. All certificates for shares shall be
 consecutively numbered or otherwise identified. The
 name and address of the person to whom the shares
 represented thereby are issued, with the number of
 shares and date of issue, shall be entered on the
 stock transfer books of the Corporation. All
 certificates surrendered to the Corporation for
 transfer shall be cancelled and no new certificate
 shall be issued until the former certificate for a
 like number of shares shall have been surrendered and
 cancelled, except that in case of a lost, destroyed
 or mutilated certificate, a new one may be issued
 therefor upon such terms and indemnity to the
 Corporation as the Board of Directors may prescribe.
       SECTION 2. Transfer of Shares. Transfer of
 shares of the Corporation shall be made only on the
 stock transfer books of the Corporation by the holder
 of record thereof or by his legal representative, who
 shall furnish proper evidence of authority to
 transfer, or by his attorney thereunto authorized by
 power of attorney duly executed and filed with the
 Secretary of the Corporation, and on surrender for
 cancellation of the certificate for such shares. The
 person in whose name shares stand on the books of the
 Corporation shall be deemed by the Corporation to be
 the owner thereof for all purposes.

                            ARTICLE VIII

                            FISCAL YEAR

       The fiscal year of the Corporation shall begin
 on the __________ day of ________________ and end on
 the _________________ day of _________________ of each
 year.

                            ARTICLE IX

                            DIVIDENDS
       The Board of Directors may from time to time
 declare, and the Corporation may pay, dividends on its
 outstanding shares in the manner and upon the terms
 and conditions provided by law and its Articles of
 Incorporation.
                            ARTICLE X

                          CORPORATE SEAL

       The Board of Directors shall provide a corporate
 seal which shall be circular in form and shall have
 inscribed thereon the name of the Corporation and the
 state of incorporation and the words, "Corporate
 Seal".

                            ARTICLE XI

                         WAIVER OF NOTICE
       Unless otherwise provided by law, whenever any
 notice is required to be given to any shareholder or
 director of the Corporation under the provisions of
 these By-Laws or under the provisions of the Articles
 of Incorporation or under the provisions of the
 applicable Business Corporation Act, a waiver thereof
 in writing, signed by the person or persons entitled
 to such notice, whether before or after the time
 stated therein, shall be deemed equivalent to the
 giving of such notice. time stated therein, shall be
 deemed equivalent to the giving of such notice. time
 stated therein, shall be deemed equivalent to the
 giving of such notice.
                            ARTICLE XII

                            AMENDMENTS
        These By-Laws may be altered, amended or
 repealed and new By-Laws may be adopted by the Board
 of Directors at any regular or special meeting of the
 Board of Directors.
        The above By-Laws are certified to have been
 adopted by the Board of Directors of the Corporation
 on the ___________ day of 19 __ .


                                     ________________
                                     Secretary



  NOTICE TO SHAREHOLDERS
   OF ANNUAL MEETING

        The Annual Meeting of Shareholders
 of______________________________________________ for
 the purpose of electing __________________ Directors,
 and transacting such other business as may properly
 come before the meeting, will be held on the
 __________ day of _____________________ , 19 __ , at
 __________________ o'clock __ .m., at the office of
 ______________________ , City of
 ________________________ and State of ______________ .
         Transfer books will remain closed from the
 ____________ day of________________ , 19 __ , until
 the__________________ day of
 _________________________, 19 __ .

 Dated the __________ day of _________________________,
 19 __ .


                                ______________________
                                  Secretary


  AFFIDAVIT, MAILING OF NOTICE
   OF ANNUAL MEETING


 STATE OF                         )
                                   ss:
 COUNTY OF                        )

 ______________________________________ being duly
 sworn according to law, depose and says:
        I am the Secretary of
 _____________________________________ , and that on
 the __________ day of the month of
 _______________________ , in the year ____ , I
 personally deposited copies of the aforesaid notice in
 a post-office box in the City of ____________________,
 State of ______________.
          Each copy of the notice was in a securely
 sealed and stamped envelope. One copy was addressed to
 each person whose name appears on the attached list
 and to respective post-office addresses as shown on
 the list.

 Sworn to before me
 this _______ day of
 ______________, 19 __ . ____________________________
 NOTARY PUBLIC           Secretary


  MINUTES, SHAREHOLDERS'
   ANNUAL MEETING

         The Annual Meeting of Shareholders
 of______________________________________ was held at,
 State of ______________________________ , on the
 __________________ day of
 ______________________________ , 19__ , at
 ______________________ o'clock, _ .m.
         The President duly called the meeting to order
 and outlined its purposes.  The Secretary next stated
 that a notice of meeting had been properly served,
 introducing an affidavit to this effect which was
 ordered placed on file. (OR: The Secretary stated
 that a waiver of notice of the meeting had been
 properly signed by the shareholders and it was placed
 on file.)
         The President proposed the immediate election
 of a Chairman. A motion to that effect was duly made
 and carried.
         It being determined that a quorum was present
 either in person or by proxy, a voice vote of
 shareholders was taken.  ___________________________
 was elected Chairman of the meeting.
         A motion was duly made and carried that the
 Secretary read the minutes of the preceding meeting of
 shareholders. Upon completion of the reading, a motion
 was duly made and carried that the minutes be approved
 as read. (OR: A motion was duly made and carried that
 a reading of the preceding meeting of shareholders be
 waived.)
         The President then presented his annual
 report. (Include report.)  A motion was duly made,
 seconded and carried that the report be received and
 filed.
         The Secretary next presented his report.
 (Include report.)
        A motion was duly made, seconded and carried
 that the report be received and filed.
        The Treasurer then presented his report.
 (Include report.)
        A motion was duly made, seconded and carried
 that the report be received and filed.
        The Chairman said that election of directors of
 the Corporation for the coming year was the next order
 of business.
        The following were nominated as directors.
   ____________________     _____________________

   ____________________     _____________________

  ____________________     _____________________

        The Chairman then stated that the Board has
 appointed ______________________________ and
 _______________________________ as inspectors of
 election and that they would receive and tally the
 ballots.
       Each shareholder was asked to place his vote in
 a ballot, stating the number of shares voted, and to
 sign his name.
        The inspectors, after completing a tally of the
 vote, declared that the following votes had been cast:
    Names of Nominees            Number of Votes
 ____________________          _____________________

 ____________________          _____________________

        The Chairman then announced that the following
 persons had been elected directors: _________________
 _____________________________________________________
 _____________________________________________________

        A motion was duly made, seconded and carried
 that the inspectors file the report with the Clerk of
 ______________________________  County (when required
 by law) and the Secretary of the Corporation.
        There being no further business, a motion was
 duly made, seconded and carried that the meeting be
 adjourned.

 Dated the __________ day of _____________ , 19 __ .



                                   _________________
                                   Secretary



  NOTICE TO DIRECTORS
   OF REGULAR BOARD MEETING

        A meeting of the Board of_____________________
 will be held at the office of the Corporation at
 ________________________ ,  City of _________________
 , State of _____________________ , on the day of
 ________________________ , 19 __ , at _________
 o'clock __ .m., for the purpose of transacting all
 such business as may properly come before the same.

 Dated the ____________ day of _______________, 19 __ .


                                   ___________________
                                   Secretary



  MINUTES, REGULAR BOARD MEETING

        A meeting of the Board was held
 at_________________________ on the __________ day of
 ___________________________ , 19 __ , at o'clock ____
 .m.
        The President called the meeting to order.
        The Secretary called the roll. The following
 directors were present:

 _______________   _______________   _______________

        The Secretary reported that notice of the time
 and place of holding the meeting had been given to
 each director by mail in accordance with the by-laws.
       A motion was duly made, seconded and carried
 that the notice be filed.
        The President then stated that, a quorum being
 present, the meeting could transact business.
        Minutes of the preceding meeting of the Board,
 held ___________________ , 19 __ , were read and
 adopted.
        The President presented his report.
        A motion was made, seconded and carried that
 the President's report be filed.
        A motion was made, seconded and carried, that
 be appointed to audit the books of the Treasurer
 before the same are presented to the shareholders.
        A motion was duly made and carried that the
 meeting elect officers for the ensuing year.
        The following were thereupon elected by ballot:
               President: __________________
               Vice-President: _____________
               Secretary: __________________
               Treasurer: __________________
               Treasurer: __________________

        A motion was duly made and carried that
 salaries of officers be fixed as follows:

 Name ___________________ Salary per year ___________

 Name ___________________ Salary per year ___________

 Name ___________________ Salary per year ___________
        There was no further business. The meeting was
 adjourned.

 Dated: _____________________________ , 19 __ .



                                      ________________
                                        Secretary



  MINUTES OF DIRECTORS' MEETINGS

        A regular meeting of the Board of Directors of
 the Corporation was held at the office of the
 Corporation, at_________________________________ , on
 _____________________ ,19 __ , at _______ .m.
        There were present and participating at the
 meeting:
    ____________________     ___________________

    ____________________     ___________________

    ____________________     ___________________

    ____________________     ___________________

 Being a quorum of the directors of the Corporation.
 ________________________________ , President of the
 Corporation, acted as Chairman of the meeting, and
 __________________________________ , Secretary of the
 Corporation, acted as Secretary of the meeting.
        The Secretary presented notice or a waiver of
 notice of the meeting, signed by all the directors.
        The meeting, having been duly convened, was
 ready to proceed with its business, whereupon it was:
        RESOLVED, That the salary of
 ______________________________________ , as President
 of the Corporation, be fixed
 at_________________________ Dollars ($
        ) per year.
        RESOLVED, Further that the salary of
 ______________________________ , as Vice President of
 the Corporation, be fixed at_________________________
 Dollars ($                        ) per year.
        RESOLVED, Further that the salary of
 ______________________________ , as Treasurer of the
 Corporation, be fixed at_________________________
 Dollars ($                        ) per year.
        RESOLVED, Further that the salary of
 ___________________________ , as Secretary of the
 Corporation, be fixed at_________________________
 Dollars ($                    ) per year.
        RESOLVED, That in addition to their present
 salaries, the officers of the Corporation, comprising
 ___________________________________________ ,
 __________________________ ,
 ______________________________________ , and
 _______________________________ , holding,
 respectively, the offices of
 _____________________________ ,
 ________________________________ ,
 _________________________ , and
 ______________________________ , shall participate in
 all fringe benefit programs available to employees of
 the Corporation from time to time.

 A True Record
 Attest
                                   ___________________
                                     Chairman

                                   ___________________
                                     Secretary



  MINUTES OF SPECIAL MEETING OF STOCKHOLDERS


       A special meeting of the stockholders of the
 Corporation was held at_____________________ in the
 City of ____________ , in the State of ____________ ,
 on  _________________ , 19 __ , at _ .m.
       The meeting was called to order by
 ________________________ , the President of the
 Corporation, and ______________________ , the
 Secretary of the Corporation, kept the records of the
 meeting.
       The Secretary reported that a quorum of
 stockholders were present in person or were
 represented by proxy, the aggregate amount
 representing more than ____ of the outstanding stock
 entitled to vote on the resolutions proposed at the
 meeting.
       The Secretary reported that the following
 stockholders were present in person:

      Names                     Number of Shares
 ___________________        _____________________

 ___________________        _____________________

 ___________________        _____________________

 ___________________        _____________________

 and that the following stockholders were represented
 by proxy:

  Names              Names of Proxies   Number of
 Shares  ________________  _______________
 _________________

  ________________  ________________   ________________

  ________________  ________________   ________________

  ________________  ________________   ________________
         The Secretary presented and read a waiver of
 notice of the meeting signed by each stockholder
 entitled to notice of the meeting, which waiver of
 notice was ordered to be filed with the minutes of the
 meeting.
         On motion duly made and seconded, and after
 due deliberation, the following resolution(s) was/were
 voted upon:




         The Secretary reported that _______________
 shares of common stock had been voted in favor of the
 foregoing resolution(s) and _______________ shares of
 common stock had been voted against the resolutions,
 said vote representing more than ______________ of the
 outstanding shares entitled to vote thereon.
         The President thereupon declared that the
 resolution(s) had been duly adopted.
         There being no further business, upon motion,
 the meeting adjourned.

 A True Record
 Attest
                                _____________________
                                Secretary


  AGREEMENT WITH SALES
   REPRESENTATIVE

        The following constitutes an agreement between
        _____________ (Company) and _________________
        (Sales Representative).
        The Sales Representative agrees to: 1.
 Represent and sell the Company's
 ________________________________ products/ services in
 the geographic area of_________________________. 2
 Accurately represent and state Company policies to
 all potential customers. 3.    Promptly mail in all
 leads and orders to the Company. 4.    Inform the
 sales manager of all problems concerning Company
 customers in the sales territory. 5.    Inform the
 sales manager if the Sales Representative is
 representing, or plans to represent any other
 business firm, and shall in no event represent a
 competitive company. 6.    Telephone the Company with
 reasonable frequency to discuss sales activity in the
 territory. 7.    Give one month's notice to the
 Company if the Representative intends to terminate
 this agreement. 8.    Return promptly all materials
 and samples provided by the Company to the
 Representative, if either party terminates this
 agreement.
      The Company agrees: 1.    To pay the following
 commissions to the Sales Representative:
              (a) ______ percent on all prepaid sales,
                  except as stated in (4) below
              (b) ______ percent on all credit sales,
                  except as stated in (4) below

 2.    To negotiate in advance of sale the commission
 percentage to be paid on all orders where the
 Representative allows a quantity discount or other
 trade concession. 3.    Commissions on refunds to
 customers or merchandise returned by the customer
 where a commission has already been paid to the
 Representative will be deducted from future
 commissions to be paid to the Representative by the
 Company. 4.    Except by special arrangement, sales
 of the following items will not be commissioned:

 5.    To provide the Sales Representative with
 business cards, brochures, catalogs, and any product
 samples required for sales purposes. 6.    To set
 minimum monthly quotas after consultation with the
 Sales Representative. 7.    To give one month's
 notice to the Representative if the Company wishes to
 terminate this agreement. 8.    To pay commissions to
 the Representative on sales from existing customers
 for a period of (     ) months after this agreement
 is terminated by either party.
       Nothing in this agreement shall constitute an
 exclusive sales territory for the Representative.
        The Company shall continue to send direct mail
 advertising and to have telephone representatives call
 into the assigned territory.
   Signed this _________ day of ______________ , 19 __
 .



 ___________________________
 __________________________ Company
     Sales Representative






  CONFIDENTIALITY AGREEMENT


       AGREEMENT and acknowledgement between
              (Company) and
                (Undersigned).
       Whereas, the Company agrees to furnish the
 Undersigned access to certain confidential information
 relating to the affairs of the Company for purposes
 of: _______________________________________________
 ___________________________________________________
 ___________________________________________________
 ___________________ , and
      Whereas, the Undersigned agrees to review,
 examine, inspect or obtain such information only for
 the purposes described above, and to otherwise hold
 such information confidential and secret pursuant to
 the terms of this agreement.
      BE IT KNOWN, that the Company has or shall
 furnish to the Undersigned certain confidential
 information, described on attached list, and may
 further allow the Undersigned the right to inspect
 the business of the Company and/or interview
 suppliers, customers, employees or representatives of
 the Company, all on the following conditions: 1.
 The Undersigned agrees to hold all confidential or
 proprietory information or trade secrets
 ("information") in trust and confidence and agrees
 that it shall be used only for the contemplated
 purpose, and shall not be used for any other purpose
 or disclosed to any third party. 2.    No copies will
 be made or retained of any written information
 supplied. 3.    At the conclusion of our discussions,
 or upon demand by the Company, all information,
 including written notes, photographs, or memoranda
 shall be returned to the Company. 4.    This
 information shall not be disclosed to any employee,
 consultant or third party unless said party agrees to
 execute and be bound by the terms of this agreement.
 5.    It is understood that the Undersigned shall have
 no obligation with respect to any information known by
 the Undersigned or generally known within the industry
 prior to date of this agreement, or that shall become
 common knowledge within the industry thereafter. 6.
 The Undersigned acknowledges the information
 disclosed herein is proprietory or trade secrets and
 in the event of any breach, the Company shall be
 entitled to injunctive relief as a cumulative and not
 necessarily successive remedy. 7.    This agreement
 shall be binding upon and inure to the benefit of the
 parties, their successors and assigns.

        Signed under seal this __________ day of
 ______________________ ,19 __ .


                              _________________________


                              _________________________


  CONSIGNMENT AGREEMENT


       Consignment agreement made this ________ day of
 _____________ , by and between _____________________
 (Consignor), and ____________________ (Undersigned).
 1.   Undersigned acknowledges receipt of goods as
 described on annexed schedule. Said goods shall
 remain property of Consignor until sold. 2.   The
 Undersigned at its own cost and expense agrees to
 keep and display the goods only in its place of
 business, and agrees, on demand made before any sale,
 to return the same in good order and condition. 3.
 The Undersigned agrees to use its best efforts to
 sell the goods for the Consignor's account on cash
 terms, and at such prices as shall from time to time
 be designated by Consignor. 4.   The Undersigned
 agrees, upon sale, to maintain proceeds due Consignor
 in trust, and separate and apart from its own funds
 and deliver such proceeds, less commission, to
 Consignor together with an accounting within
 ___________________ days of said sale. 5.   The
 Undersigned agrees to accept as full payment a
 commission equal to      % of the gross sales price
 exclusive of any sales tax, which the Undersigned
 shall collect and remit. 6.   The Undersigned agrees
 to permit the Consignor to enter the premises at
 reasonable times to examine and inspect the goods,
 and reconcile an accounting of sums due. 7.   The
 Undersigned agrees to issue such financing statements
 for public filing as may reasonably be required by
 Consignor. 8.    This agreement shall be binding upon
 and inure to the benefit of the parties, their
 successors and assigns.


 __________________________  _________________________
 Record in public filing



  PARTNERSHIP AGREEMENT

        AGREEMENT by and between the Undersigned
 ("Partners"). 1.     Name: The name of the partnership
        is ___________________________________. 2.
 Partners: The names of the partners are
        ______________________________________

        ______________________________________.

 3.     Place of Business: The principal place of
 business of the partnership is located
 at___________________________________________. 4.
 Nature of Business: The partnership shall engage in
 the following business:

 ______________________________________________

 ______________________________________________


 5.     Duration: The partnership shall commence
 business on and shall continue until terminated by
 this agreement, or by operation of law.

 6.     Contribution of Capital: The partners shall
 contribute capital in proportionate shares as follows:

          Partner                       Share
 _________________________     ________________________

 _________________________     ________________________

 _________________________     ________________________

 7.     Allocation of Depreciation or Gain or Loss on
 Contributed Property: The partners understand that,
 for income tax purposes, the partnership's adjusted
 basis of some of the contributed property differs from
 fair market value at which the property was accepted
 by the partnership. However, the partners intend that
 the general allocation rule of the Internal Revenue
 Code shall apply, and that the depreciation or gain or
 loss arising with respect to this property shall be
 allocated proportionately between the partners, as
 allocated in Paragraph 5 above, in determining the
 taxable income or loss of the partnership and the
 distributive share of each partner, in the same
 manner as if such property had been purchased by the
 partnership at a cost equal to the adjusted tax basis.
 8.     Capital Accounts: An individual capital
 account shall be maintained for each partner. The
 capital of each partner shall consist of his original
 contribution of capital, as described in Paragraph 5,
 and increased by additional capital contributions and
 decreased by distributions in reduction of
 partnership capital and reduced by his share of
 partnership losses, if these losses are charged to
 the capital accounts. 9.     Drawing Accounts: An
 individual drawing account shall be maintained for
 each partner. All withdrawals by a partner shall be
 charged to his drawing account. Withdrawals shall be
 limited to amounts unanimously agreed to by the
 partners. 10.    Salaries: No partner shall receive
 any salary for services rendered to the partnership
 except as specifically and first approved by each of
 the partners. 11.    Loans by Partners: If both
 partners consent, one of them may lend money to the
 partnership at an interest and terms rate agreed on
 by both partners in writing, at the time any loan is
 made. 12.    Profits and Losses: The net profits of
 the partnership shall be divided proportionately
 between the partners, and the net losses shall be
 borne proportionately as follows:



 13.    Management: The partners shall have equal
 rights and control in the management of the
 partnership. 14.    Books of Accounts: The
 partnership shall maintain adequate accounting
 records. All books, records, and accounts of the
 partnership shall be open at all times to inspection
 by all partners. 15.     Accounting Basis: The books
 of account shall be kept on a cash basis. 16.
 Fiscal Year: The books of account shall be kept on a
 fiscal year basis, commencing January 1 and ending
 December 31, and shall be closed and balanced at the
 end of each year. 17.     Annual Audit: The books of
 account shall be audited as of the close of each
 fiscal year by an accountant chosen by the partners.
 18.     Banking: All funds of the partnership shall be
 deposited in the name of the partnership into a
 checking or savings account as designated by the
 partners. Checks shall be drawn on the partnership
 account for partnership purposes only. Both partners
 shall be authorized to sign checks. Any purchase of
 over $ must be authorized by both partners unless
 emergency circumstances preclude such authorization.
 19.     Retirement: Any partner may retire from the
 partnership upon sixty (60) days' prior notice to the
 other partner. A retiring partner shall be entitled to
 the then existing weekly draw for ________________
 weeks from the date of his notice of termination. 20.
    Death or Insanity: The death, incapacity or
 insanity of a partner shall cause an immediate
 dissolution of the partnership. 21.     Election of
 Remaining Partner to Continue Business: In the event
 of the retirement, death or insanity of a partner,
 the remaining partner shall have the right to
 continue the business of the partnership, either by
 himself or in conjunction with any other person or
 persons he may select, but he shall pay to the
 retiring partner, or to the legal representatives of
 the deceased or insane partner, the value of his
 interest in the partnership in addition to the weekly
 draw for _________________ weeks, as described in
 Paragraph 18. 22.     Valuation of Partner's
 Interest: The value of the interest of a retiring,
 deceased, or insane partner shall be the sum of (a)
 the partner's capital account, (b) any unpaid loans
 due the partner, and (c) the partner's proportionate
 share of the accrued net profits remaining
 undistributed in his drawing account.  No value for
 goodwill shall be included in determining the value
 of a partner's interest. 23.   Payment of Purchase
 Price: The value of the partner's interest shall be
 paid without interest to the retiring partner, or to
 the legal representative of the deceased,
 incapacitated or insane partner, in monthly
 installments, commencing on the first day of the
 second month after the effective date of the purchase.
 24.     Termination: In the event that the remaining
 partner does not elect to purchase the interest of
 the retiring, deceased, or insane partner, or in the
 event the partners mutually agree to dissolve the
 partnership, the partnership shall terminate and the
 partners shall proceed with reasonable promptness to
 liquidate the business of the partnership. The assets
 of the partnership shall first be used to pay or
 provide for all debts of the partnership. Thereafter,
 all money remaining undistributed in the drawing
 accounts shall be paid to the partners. Then the
 remaining assets shall be divided proportionately as
 follows:



 25.     This agreement shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.        Signed
 under seal this __________ day of____________ ,19 __ .

                               ________________________

                               ________________________

                               ________________________


  CONTRACTOR AGREEMENT

                          Date:

  To _________________________________________
 Address ____________________________________  City or
 Town _______________________________

  Dear Sir:

  _________________________________________ propose to
 furnish all materials and perform all labor necessary
 to complete the following: __________________________
  _____________________________________________________
  _____________________________________________________
  _____________________________________________________

        All of the above work to be completed in a
 substantial and workmanlike manner according to
 standard practices or applicable codes for the sum of
 ______________________  Dollars ($                 ).
        Payments to be made ___________________________
  _____________________________________________________
  _____________________________________________________
  to the value of ___________________________ per cent
 (             %) of all work completed. The entire
 amount  of contract to be paid within days after
 completion.
      Any alteration or modification from the above
 specifications involving extra cost of material or
 labor will only be executed upon written orders for
 same, and will become an extra charge over the sum
 mentioned in this contract. All agreements must be
 made in writing.

                                Respectfully submitted,

                                By: ___________________


  ACCEPTANCE

        You are hereby authorized to furnish all
 materials and labor required to complete the work
 mentioned in the above proposal, for which
 ___________________________________________ agree  to
 pay the amount contained in said proposal, and
 according to the terms thereof.  ACCEPTED
 _______________________________________

  Date _________________________________ , 19 __ .



  CONTRACT FOR SALE
   OF PERSONAL PROPERTY

         AGREEMENT made by and between ______________
 (Seller), and _____________ (Buyer).        For good
 consideration the parties agree that: 1.     Seller
 agrees to sell, and Buyer agrees to buy the following
 chattels and property:




  2.     Buyer agrees to pay to Seller the total
 purchase price of $ _______ ; payable as follows:  $
 ________________________  deposit herewith paid  $
 ________________________  balance by cash, bank or
                              certified  $
 ________________________  check at time of sale

 3.       Seller warrants it has good and legal title
 to said property, full authority to sell same, and
 that said property shall be sold free and clear of all
 liens, encumbrances, liabilities and adverse claims by
 warranty bill of sale. 4.       Said property is sold
 in "as is" condition, Seller disclaiming any warranty
 of merchantability or working order or condition of
 the property except that it shall be sold in its
 present condition, reasonable wear and tear excepted.
 5.       The parties agree to transfer title on
 ___________________ , 19 __ , at the address of the
 Seller. 6. This agreement shall be binding upon and
 inure to the benefit of the parties, their successors,
 assigns and personal representatives.
      Signed under seal this _______ day of_______ ,
 19 __ .

  _______________________    _________________________
 Buyer                      Seller



  ARBITRATION AGREEMENT


        We the undersigned as our interests exist in
 and  to a certain contract or claim described as
 ___________________________________________________
 ___________________________________________________
 ___________________________________________________
 ___________________________________________(claim) do
 hereby agree to resolve any dispute or controversy we
 now have or may ever have in connection  with said
 claim by binding Arbitration.
    Said  Arbitration shall be in accordance with the
 rules of the American Arbitration Association for the
 City of ___________________________ , which provisions
 are incorporated herein and the decision or award by
 the Arbitrators shall be conclusive and binding upon
 us and enforceable in a court of law.


       Signed this ___________ day of_______ , 19__ .


                                ______________________


                                ______________________



  INDEMNITY AGREEMENT

        FOR VALUE RECEIVED, the undersigned jointly and
 severally agree to indemnify and save harmless
 ____________________________________ , (Indemnitees),
 and its successors and assigns, from any claim,
 action,   liability or suit, arising from the
 following:  (Describe)


        In the event of any asserted claim, the
 Indemnities shall provide the undersigned reasonably
 timely written notice of same, and thereafter the
 undersigned shall at its own expense defend, protect
 and save harmless Indenmitees against said claim or
 any loss or liability thereunder.
      In the further event the undersigned shall fail
 to so defend and/or indemnify and save harmless, then
 in such instance the Indenmitees shall have full
 rights to defend, pay or settle said claim on their
 own behalf without notice to undersigned and with
 full rights or recourse against the undersigned for
 all fees, costs, expenses and payments made or agreed
 to be paid to discharge said claim.
      The undersigned further agrees to pay all
 reasonable attorneys fees necessary to enforce this
 agreement.
        This agreement shall be unlimited as to amount
 or duration.
       This agreement shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.
       Signed under seal this ______ day of
 ___________________ ,19 __ .


                                 _____________________

                                 _____________________


  GENERAL NON-COMPETE AGREEMENT

        FOR GOOD CONSIDERATION, the Undersigned jointly
 and severally covenant and agree not to compete with
 the business of ___________________________________
 (Company) and its lawful successors and assigns.
        The term "not compete" as used herein shall
 mean  that the Undersigned shall not directly or
 indirectly engage in a business or other activity
 described as:


 notwithstanding whether said participation be as an
 owner, officer, director, employee, agent, consultant,
 partner or stockholder (excepting as a passive
 investment in a publicly owned company).
        This covenant shall extend only for a radius of
 ______________ miles from the present location of the
 Company at_________________________ and shall remain
 in full force and effect for ___________ years from
 date hereof.       In the event of any breach the
 Company shall be entitled to full injunctive relief
 without need to post bond, which rights shall be
 cumulative with and not necessarily successive or
 exclusive of any other legal rights.
        This agreement shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.


        Signed under seal this ________ day of
 ________________ , 19 __ .



                                _______________________

                                _______________________


  CONDITIONAL SALE AGREEMENT

                          Date:

        The undersigned Buyer hereby purchases from
             ______________________________

             ______________________________

             ______________________________ (Seller)
 the following goods : (Describe or Attach)

 Sales price                             $ ____________
 Sales tax (if any)                      $ ____________
 Finance charge                          $ ____________
 Insurance (if any)                      $ ____________
 Other charges (if any)                  $ ____________
 Total purchase price                    $ ____________
 Less:

                       Down payment      $ ____________
                       Other credits     $ ____________
  Total credits                          $ ____________
  Amount financed                        $ ____________
  ANNUAL INTEREST RATE _____ %

        The amount financed shall be payable in _______
  (weekly/monthly) installments of $ __________________
  each, commencing one (week/month) from date hereof.
         Seller shall retain title to goods until
 payment of the full purchase price, subject to
 allocation of payments and release of security
 interest as required by law. The undersigned agrees
 to safely keep the goods, free from other liens and
 encumbrances at the below address, and not remove
 goods without consent of Seller.
        Buyer agrees to execute all financing
 statements as may be required  of Seller to perfect
 this conditional sales agreement.
         At the election of Seller, the Buyer shall
 keep  goods adequately insured, naming Seller
 loss-payee.
         The full balance shall become due on default;
 with the undersigned paying all reasonable attorneys
 fees and costs of collection. Upon default, Seller
 shall have the right to retake the goods, hold and
 dispose of same and collect expenses, together with
 any deficiency due from Buyer; but subject to the
 Buyer's right to redeem pursuant to law and the
 Uniform Commercial Code.

  THIS IS A CONDITIONAL SALE AGREEMENT.

  Accepted:

  _________________________  __________________________
  Seller                     Buyer

                             __________________________
                             Address

                             By________________________


         Record this Agreement or Financing Statements
 as required by state law to protect your rights.



  STOCK SUBSCRIPTION AGREEMENT

        FOR VALUE RECEIVED, the undersigned hereby
 subscribes for the purchase of _________ shares
 of_________________________ (Corporation) for the
 total Purchase price of $ _____________.
        The undersigned understands that said shares
 shall have full voting rights and be non-assessable
 and upon issue shall constitute __________  % of the
 total outstanding shares of the Corporation, all
 classes inclusive.
        Said shares are further issued subject to such
 rights and obligations as are contained within the
 by-laws or Articles of Incorporation and the
 undersigned acknowledges disclosure of same.
        The subscription price shall be fully paid upon
 demand of the treasurer of the Corporation and
 delivery of said shares.

        Signed under seal this ____________ day of
 _________________ , 19 __ .

        The foregoing subscription is accepted on
 behalf of the Corporation this day of _________ , 19
 __ .



                      ___________________________
                      On Behalf of the Corporation

  PURCHASE REQUIREMENT AGREEMENT

       FOR GOOD CONSIDERATION, the undersigned hereby
 agrees to enter into this purchase requirement
 agreement on the following terms: 1.    During the
 period from _____________________ , 19 ___ to 19 ___ ,
 the undersigned shall purchase from supplier, goods
 in the following quantity: (Describe amount/time
 period  or % of purchases requirements.)



 2.    The undersigned shall pay for said purchases
 within the supplier's credit terms, or such extended
 terms as shall be expressly approved in writing by
 Supplier. 3.    All purchases hereunder shall further
 be at such prices and include all promotional or
 advertising allowances, cash and/or trade discounts
 and other incentives and inducements, if any, as then
 customarily available to other accounts purchasing
 from supplier on equally proportionate terms. 4.
 In the event the undersigned shall fail to meet the
 above described purchases requirements, or otherwise
 default under this agreement, then in such event,
 Supplier shall have full rights to demand immediate
 payment of all sums due Supplier notwithstanding
 extended terms evidenced by any note, extension
 agreement or other agreement authorizing extended
 terms.
       Signed under seal this ___________ day of
 ______________ , 19 __ .


 ________________________     _________________________
 Customer                     Supplier


  OPEN LISTING AGREEMENT

 1.    This agreement signed on the __________________
 day of 19 __ , by and between ______________________
 _________ (Owner) and ______________________________
 (Real Estate Broker) who agree as follows: 2.
 Listing term: Owner lists the property described in
 Paragraph 3, with the Real Estate Broker for a period
 of __________ days. 3.    Description of Property:
 The property to be listed is located at
 ____________________________
 ___________________________________________
 4.    Commission: The Owner agrees to pay the Real
 Estate Broker a commission of _________ % of the sale
 price if the Broker finds a purchaser ready, willing,
 and able to pay at least $ __________________ for the
 property or such other sum as may be accepted by
 Owner, said sum payable upon closing. 5.
 Non-Exclusive:  The Owner retains the right to sell
 the property directly with no sales commission, so
 long as the Broker did not find this purchaser. The
 Owner further has the right to list the property with
 other brokers. If a sale is made within __________
 months after this agreement terminates to parties
 found by the Real Estate Agent during the term of this
 agreement, and who has been disclosed to the Owner,
 the Owner is required to pay the commission specified
 above. 6.    Forfeit of Deposit: lf a deposit of
 money is forfeited by a purchaser, one-half shall be
 retained by the Broker, providing that this amount
 does not exceed the commission, and one-half shall be
 paid to the Owner.

                               _______________________
                               Owner

                               _______________________
                               Broker



  AGREEMENT TO ASSUME DEBT

       FOR GOOD CONSIDERATION, and in consideration of
 ___________________________ (Creditor) assenting to
 the transfer of certain assets from _______________
 _______________________________ (Customer) to the
 Undersigned, it is hereby acknowledged and agreed
 that: 1.    Both the Customer and the undersigned
 acknowledges that Customer presently owes Creditor the
 sum of $ ___________________ (Debt). 2.    The
 undersigned unconditionally and irrevocably agrees to
 assume and pay said Debt and otherwise guarantee to
 Creditor the prompt payment of said debt and to fully
 indemnify and save harmless Creditor from any loss
 thereto. 3.    Said Debt shall be promptly paid in
 the manner following: (Describe terms)


 4.    This shall not constitute a release or discharge
 of the obligations of Customer to Creditor for the
 payment of said Debt, provided that so long as the
 undersigned shall promptly pay the Debt in the manner
 above described, Creditor shall forebear in commencing
 collection action against Customer. In the event of
 default, Creditor shall have full rights, jointly and
 severally, against both Customer and/or undersigned
 for any balance then owing. 5.    This agreement
 shall be binding upon and inure to the benefit of the
 parties, their successors, assigns and personal
 representatives.
        Signed under seal this ________ day of
 __________________ ,19 __ .
                               _______________________
 Assented to:

 _________________________   _________________________
 Creditor                          Customer



  EXTENSION OF AGREEMENT

        Extension of Agreement made by and between
 ________________________________ (First Party), and
 ________________________________ (Second Party), said
 agreement being dated ____________________ , 19__
 (Agreement).
       Whereas said Agreement expires on
 ____________________________ , 19 __ , and the parties
 desire to extend and continue said Agreement; it is
 provided that said Agreement shall be extended for an
 additional term commencing upon the expiration of the
 original term and expiring on
 __________________________ , 19 __. This extension
 shall be on the same terms and conditions as
 contained in the original Agreement and as if set
 forth and incorporated herein excepting that:
 (Describe any new or changed terms.)


        This extension of Agreement shall be binding
 upon and inure to the benefit of the parties, their
 successors and assigns.

        Signed under seal this _______ day of
 ____________________ , 19 __.

 In the presence of:

 _________________________    _________________________

                             __________________________


  AGREEMENT TO EXTEND PERFORMANCE DATE


       FOR GOOD CONSIDERATION, ______________________
 (First Party), and __________________________ (Second
 Party), in and to a certain (Describe)
 __________________________________ agreement dated
 ___________________ , 19__    (Agreement), do hereby
 acknowledge and agree that: 1.    Said Agreement
 provides that completion or full performance on said
 agreement shall be made on or before
 __________________________ , 19 __ . 2.    That the
 parties hereby mutually agree that the date for
 performance be continued and extended to
 _____________________ , 19 __ , and there is no other
 change in terms or further extension allowed.
       This Agreement to extend date of performance
 shall be binding upon and inure to the benefit of the
 parties, their successors and assigns.
       Signed under seal this _______ day of
 ________________ , 19 __ . In the presence of:

 ________________________     _______________________

                             _______________________


  MUTUAL TERMINATION OF CONTRACT



        FOR VALUE RECEIVED, the Undersigned being
 parties to a certain contract dated
 _____________________ , 19 __ ; whereas said contract
 provides for:





 do hereby cancel and mutually terminate said contract
 effective this date.
       We further provide that said termination shall
 be without further recourse by either party against
 the other and this document shall constitute mutual
 releases of any further obligations under said
 contract, all to the same extent as if this contract
 had not been entered into in the first instance.

        Signed under seal this _____ day of  19 __ .

                           ___________________________

                           ___________________________



  EMPLOYMENT AGREEMENT

        Employment Agreement, between _________________
 (the "Company") and  ___________________________ (the
 "Employee").
       1. The Company employs the Employee on the
 following terms and conditions.
        2. Term of Employment. Subject to the
 provisions for termination set forth below this
 agreement will begin on ___________________ , 19 ___,
 and terminate on ____________________ , 19 ___ .
        3. Salary. The Company will pay the Employee a
 salary of $ per year, for the services of the
 Employee, payable at regular payroll periods.
       4. Duties and Position. The Company hires the
 Employee as (position), and his duties will be
 ____________________________________ . The Employee's
 duties may be reasonably modified at the Company's
 direction.
       5. Employee to Devote Full Time to Company. The
 Employee will devote his full time, attention, and
 energies to the business of the Company, and, during
 his employment, will not engage in any other business
 activity, regardless of whether such activity is
 pursued for profit, gain, or other pecuniary
 advantage. However, the Employee is not prohibited
 from making personal investments in any other
 businesses, so long as those investments do not
 require him to participate in the operation of the
 companies in which he invests.
        6. Confidentiality of Proprietory Information.
 The Employee agrees that he will not, during or after
 the term of his employment, reveal such information,
 or any part of it, to any person, firm, corporation,
 or association. If the Employee does reveal, or
 threaten to reveal, this information, the Company will
 be entitled to an injunction restraining the Employee
 from disclosing same, or from rendering any services
 to any entity to whom said information has been or is
 threatened to be services to any entity to whom said
 information has been or is threatened to be services
 to any entity to whom said information has been or is
 threatened to be


 disclosed. The right to secure an injunction is not
 exclusive, and the Company may pursue any other
 remedies it has against the Employee for a breach or
 threatened breach of this condition, including the
 recovery of damages from the Employee.
       7.  Reimbursement of Expenses. The Employee may
 incur reasonable expenses for promoting the Company's
 business, including expenses for entertainment,
 travel, and similar items. The Company will reimburse
 the Employee for all business expenses after the
 Employee presents an itemized account of his
 expenditures.
        8. Vacation. The Employee will be entitled to
 a yearly vacation of weeks at full pay. The Employee
 will take his yearly vacation over a consecutive
 period beginning on or after ______________________
 and ending on or before
       9. Disability. If the Employee cannot perform
 his duties because of illness or incapacity for a
 period of more than __________________ weeks, the
 compensation otherwise due him during his illness or
 incapacity will be reduced by percent. The Employee's
 full compensation will be reinstated when he returns
 to work and is able to discharge his duties. However,
 if the Employee is absent from work for any reason for
 a continuous period of over _________ months, the
 Company may terminate the Employee's employment, and
 the Company's obligations under this agreement will
 cease on that date.
       10. Termination of Agreement. Without cause, the
 Company may terminate this agreement at any time upon
 ________ days' written notice to the Employee; if the
 Company requests, the Employee will continue to
 perform his duties and be paid his regular salary up
 to the date of termination; in addition, the Company
 will pay the Employee on the date of termination a
 severance allowance of $________________ less taxes
 and social security   required to be withheld.
 Without cause, the Employee may terminate his
 employment upon __________________ days' written
 notice to the Company; the Employee will be required
 to perform his duties and will be paid his


 regular salary up to the date of termination but will
 not receive a severance allowance. Further, despite
 anything to the contrary contained in this agreement,
 the Company may terminate the Employee's employment
 upon ___________ day's notice to the Employee if any
 of the following events occurs:
       (a) The sale of substantially all of the
           Company's assets to a single ____________
           purchaser or group of associated
           purchasers; or
       (b) The sale, exchange, or other disposition, in
           one transaction of ____________ the majority
           of the Company's outstanding corporate
           shares; or
       (C) The Company's bona fide decision to
 terminate
           its business and liquidate its assets; or
       (d) The merger or consolidation of the Company
           with another company.
       11. Death Benefit. If the Employee dies during
           his term of employment, the Company will pay
           to the Employee's estate any compensation
 due
           him up to the end of the month in which the
           Employee dies.
       12. Restriction on Postemployment Competition.
           For a period of years after the end of this
           agreement, the Employee will not, within a
           mile radius of the Company's present place
           of business, own, manage, operate, control,
           consult to or be employed by any business
           similar to that conducted by the Company.
       13. Assistance in Litigation. The Employee will,
           upon reasonable notice, furnish such
           information and proper assistance to the
           Company as it may reasonably require in
           connection with any litigation in which it
           is, or may become, a party.
       14. Effect of Prior Agreements. This agreement
           supersedes any prior agreement between the
           Company or any predecessor of the Company
 and
           the Employee, except that this agreement
           shall not affect or operate to reduce any
           Employee, except that this agreement shall
           not affect or operate to reduce any

 benefit or compensation inuring to the Employee of a
 kind elsewhere provided and not expressly provided in
 this agreement.
        15. Settlement by Arbitration. Any claim or
 controversy that arises out of or relates to this
 agreement, or the breach of it, will be settled by
 arbitration in accordance with the rules of the
 American Arbitration Association. Judgment upon the
 award rendered may be entered in any court possessing
 jurisdiction of arbitration awards.
         16. Limited Effect of Waiver by Company. If
 the Company waives a breach of any provision of this
 agreement by the Employee, that waiver will not
 operate or be construed as a waiver of later breaches
 by the Employee.
         17. Severability. If, for any reason, any
 provision of this agreement is held invalid, the other
 provisions of this agreement will remain in effect,
 insofar as is consistent with law. If this agreement
 is held invalid or cannot be enforced, then to the
 full extent permitted by law any prior agreement
 between the Company (or any predecessor thereof and
 the Employee will be deemed reinstated as if this
 agreement had not been executed.
         18. Assumption of Agreement by Company's
 Successors and Assignees. The Company's rights and
 obligations under this agreement will inure to the
 benefit and be binding upon the Company's successors
 and assignees.
         19. Oral Modifications Not Binding. This
 instrument is the entire agreement of the Company and
 the Employee. Oral changes will have no effect. It may
 be altered only by a written agreement signed by the
 party against whom enforcement of any waiver, change,
 modification, extension, or discharge is sought.

        Signed under seal this ____________ day of
 ____________________ , 19__ .

 _______________________      _______________________
 Company                                  Employee



  JOB APPLICANT WAIVER FORM

       I certify that the information contained in my
 employment application is correct to the best of my
 knowledge and understand that falsification of
 information is grounds for refusal to hire or, if
 hired, grounds for dismissal.
       I authorize any of the persons or organizations
 referenced in my application to give you any and all
 information concerning my previous employment,
 education, or any other information they might have,
 personal or otherwise, with regard to any of the
 subjects covered by this application and release all
 such parties from all liability for any damage that
 may result from furnishing such information to you. I
 authorize you to request and receive such information.
      In consideration for my employment and my being
 considered for employment by your company, I agree to
 conform to the rules and regulations of the company
 and acknowledge that these rules and regulations may
 be changed, or modified by your company at any time,
 at the company's sole option and without any prior
 notice to me. I further acknowledge that my employment
 may be terminated, and any offer of employment, if
 such is made, may be withdrawn, with or without prior
 notice, at any time, at the option of the company or
 myself.
       I understand that no representative of the
 company has any authority to enter into any agreement
 for employment for any specified period of time,
 eitherprior to commencement of employment or after I
 havebecome employed, or to assure any benefits or
 terms andconditions of employment, or make any
 agreement contraryto the foregoing.

 ____________________________________         _________
     Signature of Applicant                    Date
 ____________________________________         _________
 Signature of Company Representative            Date


  TEMPORARY EMPLOYMENT
   ACKNOWLEDGEMENT

       ACKNOWLEDGEMENT by____________________________

 __________ (Employee).
       I understand I am being employed by in a
 temporary capacity only and for such time as my
 services are required. I understand that this
 employment may be temporary and does not entitle me to
 any special consideration for permanent employment. I
 further understand that my temporary employment may be
 terminated at any time without cause or pursuant to
 disciplinary procedures set forth for permanent
 employees. I also understand that I am not eligible to
 participate in any fringe benefit programs or
 retirement program or any other programs available to
 permanent employees (unless required by law) and in
 the event I am allowed participation in any benefit or
 program, then my continued participation may be
 voluntarily withdrawn or terminated by the Company.

 Dated:_________________

 In the presence of:

 __________________________
 __________________________
                              Employee




  NIGHT SHIFT AGREEMENT

 Employee's name:  _________________________________


 A NIGHT SHIFT IS OR MAY BE REQUIRED TO MEET PRESENT OR
 FUTURE WORK SCHEDULES. ALL NEW EMPLOYEES ARE HIRED
 WITH THE UNDERSTANDING THAT THEY ARE ABLE AND WlLLING
 TO WORK NIGHTS.


 PLEASE ANSWER THE FOLLOWING QUESTIONS




 YES  NO
       (1)    Do you have any physical
              disability or impairment
              that would interfere with
              your working at night?
       (2)    Are there any home conditions
              that would interfere with your
              working at night?

       I acknowledge that the offer of employment made
 to me this date was conditional upon my acceptance of
 a night assignment if required.

 Dated: ___________________

 In the presence of:

 ________________________
 ________________________




  INDEPENDENT CONTRACTOR
   ACKNOWLEDGEMENT

       The Undersigned hereby enters into a certain
 arrangement or affiliation with _________________

 ________________ (Company), as of this date. In
 accordance therewith the Undersigned confirms: 1.
 The Undersigned is an independent contractor and is
 not an employee, agent, partner or joint venturer of
 or with the Company. 2.    The Undersigned shall not
 be entitled to participate in any vacation, medical
 or other fringe benefit or retirement program of the
 Company and shall not make claim of entitlement to
 any such employee program or benefit. 3.    The
 Undersigned shall be solely responsible for the
 payment of withholding taxes, FICA and other such tax
 deductions on any earnings or payments made, and the
 Company shall withhold no such payroll tax deductions
 from any payments due. The Undersigned agrees to
 indemnify and reimburse the Company from any claim or
 assessment by any taxing authority arising from this
 paragraph. 4.    The Undersigned and Company
 acknowledge that the Undersigned shall not be subject
 to the provisions of any personnel policy or rules
 and regulations applicable to employees as the
 Undersigned shall fulfill its responsibility
 independent of and without supervisory control by the
 Company.
       Signed this __________ day of
 __________________,19 __ .

 _________________________    _________________________
 Independent Contractor           Company



  CONFLICT OF INTEREST DECLARATION



 Employee name: Company name:

       I read and understand the Company policy
 statement on conflicts of interest and declare that
 neither I nor, to the best of my knowledge, any member
 of my immediate family has any conflict between our
 personal affairs or interests and the proper
 performance of my responsibilities for the Company
 that would constitute a violation of that Company
 policy. I further declare that I will continue to
 maintain my affairs in accordance with the
 requirements of that policy.
       To my best knowledge no relation is employed by
 the Company, and neither myself or any relation owns,
 is employed by or affiliated with any customary
 supplier or customer with which the Company does
 business, and I agree to promptly notify the Company
 upon learning of any such affiliation.

                           ___________________________
                                 Employee's Signature

                           ___________________________
                                       Date



  NOTICE OF
   CONFIDENTIALITY AGREEMENT

                              Date:

 To:

                              Re:

       We understand that the above captioned
 individual who was previously employed by our firm is
 now in the employ of your organization.
       We want to inform you of certain continuing
 obligations that this individual has to our company
 relative to confidential trade secrets or proprietary
 information which may have been obtained or developed
 during his employ with our company, and an existing
 agreement to hold same confidential.
       It is not our intention to prevent this
 individual or any other prior employee from applying
 the general knowledge of the industry or skill
 acquired while employed by our company, which of
 course, may be exercised freely. Protection of the
 company's confidential information is our only
 concern. As an organization also possessing
 confidential data and trade secrets, I am sure you
 understand our position. Your cooperation will be
 greatly appreciated.

                            __________________________
                              Very truly,





  EMPLOYEE NON-DISCLOSURE AGREEMENT

       In consideration of being employed by
 ______________________ (Company), the undersigned
 employee hereby agrees and acknowledges: 1.    That
 during the course of my employ there may be disclosed
 to me certain trade secrets of the Company; said
 trade secrets consisting of:
              a) Technical information: Methods,
              processes, formulae,compositions,
 systems,
              techniques, inventions, machines,
 computer
              programs and research projects.
              b) Business information: Customer lists,
              pricing data, sources of supply,
 financial
              data and marketing, production, or
              merchandising systems or plans. 2.    I
 further agree that I shall not during, or at any time
 after the termination of my employment with the
 Company, use for myself or others, or disclose or
 divulge to others including future employers, any
 trade secrets, confidential information, or any other
 proprietory data of the Company in violation of this
 agreement. 3.    That upon the termination of my
 employ from the Company:
              a) I shall return to the Company all
              documents and property of the
              Company, including but not necessarily
              limited to: drawings, blueprints,
 reports,
              manuals, correspondence, customer lists,
              computer programs, and all other
 materials
              and all copies thereof relating in any
 way
              to the Company's business, or in any way
              obtained by me during the course of my
              employ. I further agree that I shall not
              retain any copies, notes or abstracts of
              the foregoing
              b) The Company may notify any future
              prospective employer or third party of
              the existence of this agreement, and
 shall
              be entitled to full injunctive relief for
              any breach.


              c) This agreement shall be binding upon
              me and my personal representatives and
              successors in interest, and shall inure
              to the benefit of the Company, its
              successors and assigns.


       Signed under seal this ______ day of
 __________________ , 19 __ .


 _________________________    _________________________
 Company                      Employee


  EMPLOYEE AGREEMENT
   ON PROPRIETORY RIGHTS

                              Date: _________________

                Proposal for _________________________

       I state that I now have suggestions, ideas or
 inventions, and may in the future have other
 suggestions, which I now request the Company to
 consider. I understand that the Company cannot receive
 such suggestions in confidence; therefore, it is
 agreeable to me to submit my suggestions to the
 Company under the following conditions:
       (1)  The Company's review of my suggestions is
            made only  pursuant to my request, and
            submitted proposals or  suggestions will
 not
            be treated as secret or confidential.
       (2)  No obligation or contract of any kind is
            assumed by nor may be  implied against the
            Company unless or until I have entered into
            a formal written contract with the Company
            pertaining to such suggestions and any
            obligation shall be only such as is
            expressed in  such written contract.
       (3)  Neither the Company nor any of its
            affiliates shall have any  rights under any
            patents I now have or may later obtain for
            my suggestions covered by this letter,
            unless said rights are expressly  reserved
            by agreement, but, in consideration of
 their
            examining my suggestions, I hereby release
            them from any liability in connection  with
            my suggestions or from liability because of
            their use of my suggestions or of any
            portion thereof, except such liability as
            may accrue under valid patents now or
            hereafter issued.  accrue under valid
            patents now or hereafter issued.


        Subject to these conditions, I certify that,
 prior to the above date, I have not made any
 disclosure to the Company or any of its affiliates
 regarding my suggestions and that the entire
 disclosure now made by me to the Company is included
 in the attached documents described below and
 submitted for retention by the Company as a permanent
 record.
        If, at any time, I make any additional
 disclosures regarding such suggestions, I will furnish
 the Company with a complete description of such
 additional disclosure, so that it can be made a part
 of the permanent record of the Company.

                           __________________________
                           Signature of Employee

                           __________________________
                           Address of Employee

 The following are
 attached:____________________________ 1)
 ____________________________________________________
 2)
 ____________________________________________________
 3)
 ____________________________________________________
 4)
 ____________________________________________________
 5)
 ____________________________________________________
 6)
 ____________________________________________________
 7)
 ____________________________________________________
 8)
 ____________________________________________________



  EMPLOYEE AGREEMENT ON
   INVENTIONS AND PATENTS

       Agreement made between ________________________,
  hereinafter referred to as "Company" and
 ___________________________ , hereinafter referred to
 as "Employee".
        In consideration of the employment or continued
 employment of Employee by Company, the parties agree
 as follows:
       1. Employee will or may have possession of or
 access to facilities, apparatus, equipment, drawings,
 systems, formulae, reports, manuals, invention
 records, customer lists, computer programs, or other
 material embodying trade secrets or confidential
 technical or business information of Company or its
 Affiliates. Employee therein agrees not to use any
 such information or material for himself or others,
 and not to take any such material or reproductions
 thereof from Company, at any time during or after
 employment by Company, except as required in
 Employee's duties to Company. Employee agrees
 immediately to return all such material and
 reproductions thereof in his possession to Company
 upon request and in any event upon termination of
 employment.
       2. Except with prior written authorization by
 Company, Employee agrees not to disclose or publish
 any trade secret or confidential technical or business
 information or material of Company or its Affiliates
 or of another party to whom Company owes an obligation
 of confidence, at any time during or after employment
 by Company.
       3. Employee shall promptly furnish to Company a
 complete record of any and all inventions, patents and
 improvements, whether patentable or not, which he,
 solely or jointly, may conceive, make, or first
 disclose during the period of his employment by
 Company.
       4. Employee agrees to and does hereby grant and
 assign to Company or its nominee his entire right,
 title, and interest in and to inventions, patents and
 improvements that relate in any way to the actual or
 anticipated business or activities of Company or its
 Affiliates, or that are anticipated by or result from
 any task or work for or on behalf of Company together
 with any and all domestic and foreign patent rights in
 such inventions and improvements. To aid Company or
 its nominee in securing full benefit and protection
 thereof, Employee agrees promptly to do all lawful
 acts reasonably requested, at any time during and
 after employment by Company, without additional
 compensation but at Company's expense.
       5. Employee agrees that, in the event he accepts
 employment with any firm or engages in any type of
 activity in his own behalf or in behalf of any
 organization in competition with Company or its
 Affiliates during a period of ________ year(s)
 following termination of his employment with Company,
 he shall notify Company in writing within thirty days
 of the name and address of such organization and the
 nature of such activity.
       6. Employee agrees to give Company timely
 written notice of any of his prior employment
 agreements or patent rights that might conflict with
 the interests of Company or its Affiliates.
       7. No waiver by either party of any breach by
 the other party of any provision of this Agreement
 shall be deemed or construed to be a waiver of any
 succeeding breach of such provision or as a waiver of
 the provision itself.
       8. This Agreement shall be binding upon and pass
 to the benefit of the successors and assigns of
 Companyand, insofar as the same may be applied
 thereto, theheirs, legal representatives, and assigns
 of Employee.
       9. This Agreement shall supersede the terms of
 any prior employment agreement or understanding
 betweenEmployee and Company. This agreement

 may be modified or amended only in writing signed by
 an executive officer of Company and by Employee.
        10. Should any portion of this Agreement be
 held to be invalid, unenforceable or void, such
 holding shall not have the effect of invalidating the
 remainder of this Agreement or any other part thereof,
 the parties hereby agreeing that the portion so held
 to be invalid, unenforceable, or void shall, if
 possible, be deemed amended or reduced in scope.
        11. This agreement shall be binding upon and
 inure to the benefit of the parties, their successors,
 assigns and personal representatives.


 _________________________    _________________________
 Company Name                 Employee's Full Name
                              Employee acknowledges
                              reading, understanding
                              and receiving a signed
                              copy of this Agreement


 By_______________________
 _________________________  Company Officer or Witness
  Employee's Full Signature



  EMPLOYEE NON-COMPETE AGREEMENT

       For good consideration and as an inducement for
 __________________________  (Company) to employ
 _____________________________ (Employee), the
 undersigned Employee hereby agrees not to directly or
 indirectly compete with the business of the Company
 and its successors and assigns during the period of
 employment and for a period of _______ years following
 termination of employment and notwithstanding the
 cause or reason for termination.
     The term "not to compete" as used herein shall
 mean that the Employee shall not own, manage, operate,
 consult to or be employed in a business substantially
 similar to or competitive with the present business of
 the Company or such other business activity in which
 the Company may engage during the term of employment.
      The Employee acknowledges that the Company shall
 or may in reliance of this agreement provide Employee
 access to trade secrets, customers and other
 confidential data and that the provisions of this
 agreement are reasonably necessary to protect the
 Company and its good will.
       This agreement shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.

       Signed under seal this ______ day of
       ____________ , 19 __ .

                           ___________________________
                            Company

                           ____________________________
                            Employee




  EMPLOYEE WARNING NOTICE


 To:__________________________________________
    Employee


       You are hereby advised that your work
 performance is unsatisfactory for the following
 reasons:



       We expect immediate correction of the problem
 otherwise we shall have no alternative but to consider
 termination of your employment.
       lf there is any question about this notice or if
 we can help  you improve your performance or correct
 the difficulties, then please discuss this matter with
 your supervisor.

 Dated:

                         _____________________________


  CONSENT TO RELEASE OF
   EMPLOYMENT INFORMATION

                                  Date:

        The undersigned ______________________________
 (Employee) hereby authorizes the release of the below
 checked employment information as received from
 ___________________________________________________ .
       Please check below those items for which
 information may be released :
              ____Salary
              ____Position
              ____Departnent
              ____Supervisor's name
              ____Dates of employment
              ____Part-time/full-time or hours worked
              ____Whether you worked under a maiden
                   name
              ____Garnishes, if any
              ____Reason for separation
              ____Medical/accident/illness reports
              ____Other:______________________________


 __________________________       _______________
 Employee Signature                    Date



  RESIGNATION



                             Date:


 To:



       Please be advised that the undersigned hereby
 tenders resignation as
 ________________________________ , effective herewith.



                         ____________________________

       The foregoing resignation is hereby accepted as
 of this _________ day of _____________________ , 19 __


                         ____________________________




  CONSUMER LOAN AGREEMENT

 1.    Parties: The Undersigned is ____________________
 ________ , the borrower and the lender is  ___________
 ___________________________ . 2.    Date of
 Agreement:____________________ 3.    Promise to Pay:
 Within ___________ months from today, I promise to
 pay to lender __________________
 ________________________  ($                    ), and
 interest and other charges stated below. 4.
 Responsibility: Although this agreement may be signed
 below by more than one person, I understand that we
 are each as individuals responsible for paying back
 the full amount.

 5.    Breakdown of Loan: This is what I will pay:

       1. Amount of loan:       $____________________
       2. Other (Describe):     $____________________
       3. Amount financed:      $____________________
         (Add 1 and 2)
       4. Finance charge:       $____________________
       5. Total of payments:    $____________________
         (Add 3 and 4)
       ANNUAL PERCENTAGE RATE   ___________________%

 6.    Repayment: This is how I will repay:
       I will repay the amount of this note in ________
 equal uninterrupted monthly installments of $_______
 each on the _________ day of each month starting on
 the _______ day of ___________ , 19__ and ending on
 the __________ day of _____________ , 19__ .

 7.    Prepayment: I have the right to prepay the whole
 outstanding amount at any time. If I do, or if this
 loan is refinanced - that is, replaced by a new note
 you will refund the unearned finance charge, figured
 by the rule of 78 - a commonly used formula for
 figuring rebates on installment loans. 8.    Late
 Charge: Any installment not paid within ten (10) days
 of its due date shall be subject to a late charge of
 5% of the payment, not to exceed $________ for any
 such late installment. 9.    Security: To protect
 lender, I give what is known as a security interest
 or mortgage in :
 (Describe)____________________________________________
 ______________________________________________________
 10.   Default: If for any reason I fail to make any
 payment on time, I shall be in default. The lender can
 then demand immediate payment of the entire remaining
 unpaid balance of this loan, without giving anyone
 further notice. If I have not paid the full amount of
 the loan when the final payment is due, the lender
 will charge me interest on the unpaid balance at
 _____________ percent(          %) per year. 11.
 Right of Offset: If this loan becomes past due, the
 lender will have the right to pay this loan from any
 deposit or security I have with this lender without
 telling me ahead of time. Even if the lender gives me
 an extension of time to pay this loan, I still must
 repay the entire loan. 12.   Collection Fees: If this
 note is placed with an attorney for collection, then
 I agree to pay an attorney's fee of fifteen percent
 (15%) of the unpaid balance. This fee will be added
 to the unpaid balance of the loan. 13.
 Co-borrowers: If I am signing this agreement as a
 co-borrower, I agree to be equally responsible with
 the borrower for this loan. Agreed To:

 _________________________    _________________________
 Borrower                     Lender




  PROMISSORY NOTE
   AND DISCLOSURE STATEMENT
                  (Federal Truth In Lending Act)

                                            Date:

        FOR VALUE RECEIVED, the Undersigned jointly and
 severally promise to pay to the order
 of_________________________ the sum
 of_________________________

 ($                      ) Dollars, with interest at
 the annual rate of _____ %, payable in consecutive,
 monthly payments of $ __________________________ each,
 beginning one month from date hereof and thereafter
 on the same date of each subsequent month until paid
 in full. All payments shall be first applied to
 interest and the balance to principal. Any unpaid
 balance may be paid at any time without penalty. In
 the event the Undersigned defaults in any payment
 beyond (          ) days from the due date, the entire
 balance may be due at the option of any holder hereof
 All parties to this note waive presentment, demand and
 protest.
        In the event this note is in default and placed
 for collection, the maker shall pay all reasonable
 costsof collection and attorneys fees.


        1. Loan proceeds             $_________________
        2. Other charges (itemize)   $_________________
        3. Amount financed (1 + 2)   $_________________
        4. Total of payments         $_________________

        5. ANNUAL percentage rate ______________%


                         ______________________________



  INSTALLMENT PROMISSORY NOTE

       FOR VALUE RECEIVED, the undersigned jointly and
 severally promise to pay to the order of
 ____________________________________ , the sum of
 ___________________________________ ($            )
 Dollars, together with interest thereon at the rate of
 ______ % per annum on any unpaid balance.
       Said sum, inclusive of interest, shall be paid
 in installments of $ ______________ each, with a first
 payment due _______________ , 19 ___ , and the same
 amount on the same day of each (month/week) thereafter
 until the full principal amount of this note and
 accrued interest is fully paid. All payments shall be
 first applied to earned interest and the balance to
 principal. The undersigned may pre-pay this note in
 whole or in part without penalty.
       This note shall be fully payable upon demand of
 any holder in the event the undersigned shall default
 in making any payments due under this note within days
 of its due date.
       In the event of any default, the undersigned
 agree to pay all reasonable attorneys fees and costs
 of collection to the extent permitted by law. This
 note shall take effect as a sealed instrument and be
 enforced in accordance with the laws of the payee's
 state. All parties to this note waive presentment,
 demand, protest, and all notices thereto, and agree to
 remain fully bound notwithstanding any extension,
 indulgence, modification or release or discharge of
 any party or collateral under this note.

       Signed under seal this ___________ day of
 _________________ , 19 __ . In the presence of:

 _________________________    ________________________

 _________________________    _________________________


  DEMAND PROMISSORY NOTE

       FOR VALUE RECEIVED, the undersigned jointly and
 severally promise to pay to the order of
 _____________________________________________ , the
 sum of ____________ ($             ) Dollars, together
 with interest of ___________% per annum on the unpaid
 balance. The entire unpaid principal and any accrued
 interest shall be fully and immediately payable UPON
 DEMAND of any holder hereof.
       Upon default in making payment within _______
 days of demand, and provided this note is turned over
 for collection, the undersigned agree to pay all
 reasonable legal fees and costs of collection to the
 extent permitted by law. This note shall take effect
 as a sealed instrument and be enforced in accordance
 with the laws of the payee's state. All parties to
 this note waive presentment, notice of non-payment,
 protest and notice of protest, and agree to remain
 fully bound notwithstanding the release of any party,
 extension or modification of terms, or discharge of
 any collateral for this note.
        Signed under seal this ______ day of
 ______________ , 19 __ .

 In the presence of:


 _________________________   _________________________


  SECURED PROMISSORY NOTE

       FOR VALUE RECEIVED, the undersigned hereby
 jointly and severally promise to pay to the order
 of_________________________ the sum
 of_________________________  ($                   )
 Dollars, together with interest thereon at the rate of
 ____% per annum on the unpaid balance. Said sum shall
 be paid in the manner following: (Describe terms)


       All payments shall be first applied to interest
 and the balance to principal.
       This note may be prepaid, at any time, in whole
 or in part, without penalty.
       This note shall at the option of any holder
 hereof be immediately due and payable upon the
 occurrence of any of the following: 1.    Failure to
 make any payment due hereunder within _________ days
 of its due date. 2.    Breach of any condition of any
 security interest, mortgage, loan agreement, pledge
 agreement or guarantee granted as collateral security
 for this note. 3.    Breach of any condition of any
 loan agreement, security agreement or mortgage, if
 any, having a priority over any loan agreement,
 security agreement or mortgage on collateral granted,
 in whole or in part, as collateral security for this
 note. 4.    Upon the death, incapacity, dissolution or
 liquidation of any of the undersigned, or any
 endorser, guarantor or surety hereto. 5.    Upon the
 filing by any of the undersigned of an assignment for
 the benefit of creditors, bankruptcy or other form of
 insolvency, or by suffering an involuntary petition
 in bankruptcy or receivership not vacated within
 thirty (30) days.

       In the event this note shall be in default and
 placed for collection, then the undersigned agree to
 pay all reasonable attorney fees and costs of
 collection. Payments not made within five (5) days of
 due date shall be subject to a late charge of _____%
 of said payment. All payments hereunder shall be made
 to such address as may from time to time be
 designated by any holder.
       The undersigned and all other parties to this
 note, whether as endorsers, guarantors or sureties,
 agree to remain fully bound until this note shall be
 fully paid and waive demand, presentment and protest
 and all notices thereto and further agree to remain
 bound, notwithstanding any extension, modification,
 waiver, or other indulgence or discharge or release of
 any obligor hereunder or exchange, substitution, or
 release of any collateral granted as security for this
 note. No modification or indulgence by any holder
 hereof shall be binding unless in writing; and any
 indulgence on any one occasion shall not be an
 indulgence for any other or future occasion. Any
 modification or change in terms, hereunder granted by
 any holder hereof, shall be valid and binding upon
 each of the undersigned, notwithstanding the
 acknowledgement of any of the undersigned, and each
 of the undersigned does hereby irrevocably grant to
 each of the others a power of attorney to enter into
 any such modification on their behalf. The rights of
 any holder hereof shall be cumulative and not
 necessarily successive. This note shall take effect
 as a sealed instrument and shall be construed,
 governed and enforced in accordance with the laws of
 _____________________________ .

 Dated:


                           __________________________

                           __________________________


         This promissory note is secured by security
 agreement of even date.


  GENERAL GUARANTY

       FOR GOOD CONSIDERATION, and as an inducement for
 ______________________________  (Creditor) , to time
 to time extend credit to  ____________________________
 (Customer), it is hereby agreed that the undersigned
 does hereby guaranty to Creditor the prompt, punctual
 and full payment of all monies as may now or
 hereinafter be due Creditor from Customer.
       Until termination, this guaranty is unlimited as
 to amount or duration and shall remain in full force
 and effect notwithstanding any extension, compromise,
 adjustment, forebearance, waiver, release or discharge
 of any party obligor or guarantor, or release in whole
 or in part of any security granted for said indebted-
 ness or compromise or adjustment thereto, and the
 undersigned waives all notices thereto.
       The obligations of the undersigned shall at the
 election of Creditor be primary and not necessarily
 secondary and Creditor shall not be required to
 exhaust its remedies as against Customer prior to
 enforcing its rights under this guaranty against the
 undersigned.
       The guaranty hereunder shall be conditional and
 absolute and the undersigned shall waive all rights
 of subrogation or set-off until all sums due under
 this guaranty are fully paid. The undersigned further
 waives generally, all suretyship defenses or defenses
 in the nature hereof.
       In the event all payments due under this
 guaranty are not punctually paid upon demand, then the
 undersigned shall pay all reasonable costs and
 attorneys fees necessary for collection.
       If there are two or more guarantors to this
 guaranty, the obligations shall be joint and several
 and binding upon and inure to the benefit of the
 parties, their successors, assigns and personal
 representatives.

       This guaranty may be terminated by any guarantor
 upon fifteen (15) days written notice of termination,
 mailed certified mail, return receipt requested to the
 Creditor. Such termination shall extend only to credit
 extended beyond said fifteen (15) day period and not
 to prior extended credit, or goods in transit received
 by Customer beyond said date, or for special orders
 placed prior to said date notwithstanding date of
 delivery. Termination of this guaranty by any
 guarantor shall not impair the continuing guaranty of
 any remaining guarantor, and Creditor shall be under
 no obligation to notify the remaining guarantors of
 said termination.
       Each of the undersigned warrants and represents
 it has full authority to enter into this guaranty.
       This guaranty shall be binding upon and inure to
 the benefit of the parties, their successors, assigns
 and personal representatives.
       This guaranty shall be construed and enforced
 under the laws of the state within which Creditor
 maintains its principal office.

        Signed under seal this __________ day of
 ____________________ , 19 __ .

 In the presence of:


 __________________________  _______________________

 __________________________  _______________________



  UNLIMITED GUARANTY

       FOR VALUE RECEIVED, and as an inducement for
 (Creditor), to time to time extend credit to
 (Borrower), the undersigned jointly and severally and
 unconditionally guarantee to Creditor the prompt and
 full payment of all sums now or hereinafter due
 Creditor from Borrower.
       And the undersigned shall remain fully bound on
 this guaranty notwithstanding any extension,
 forebearance, modification, waiver, or release,
 discharge or substitution of any party, collateral or
 security for the debt. In the event of default, the
 Creditor may seek payment directly from the
 undersigned without need to proceed first against the
 Borrower. The undersigned waives all suretyship
 defenses generally.
       The undersigned agrees to pay all reasonable
 attorneys fees and costs necessary for the enforcement
 of this agreement.
       This guaranty is unlimited as to amount or
 duration provided that any guarantor may terminate his
 obligations as to future credit extended after
 delivery of notice of guaranty termination to the
 Creditor by certified mail, return receipt, and
 provided that said termination notice shall not
 discharge guarantor's obligations as to debts incurred
 to date of termination.
       This guaranty shall be binding upon and inure to
 the benefit of the parties, their successors, assigns
 and personal representatives.

      Signed under seal this _____ day
 of______________, 19 __ .

 In the presence of:

 ________________________    ________________________

 ________________________    _________________________



  SPECIFIC GUARANTY

        FOR GOOD AND VALUABLE CONSIDERATION, and as an
 inducement for (Creditor), to extend credit to
            (Borrower); the undersigned jointly,
 severally and unconditionally guarantee to Creditor
 the prompt and full payment of the following debt owed
 to Creditor from Borrower: (Describe debt)
        And the undersigned agree to remain bound on
 this guaranty notwithstanding any extension,
 forebearance or waiver, or release, discharge or
 substitution of any collateral or security for the
 debt. In the event of default, the Creditor may seek
 payment directly from the undersigned without need to
 proceed first against Borrower.
        The obligations of the undersigned under this
 guarantee shall be only to the specific debt described
 and no other debt or obligation between Borrower and
 Creditor.
        In the event of default, the guarantor shall be
 responsible for all attorneys fees and reasonable
 costs of collection.
        This guaranty shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.        Signed
 under seal this _________ day of __________________ ,
 19 In the presence of:



  n the presence of:

  LIMITED GUARANTY

       FOR GOOD AND VALUABLE CONSIDERATION, and as an
 inducement for ____________________________________
 (Creditor), to extend credit to __________________
 __________________________ (Customer), the undersigned
 jointly, severally and unconditionally guarantee to
 Creditor the prompt and punctual payment of certain
 sums now or hereinafter due Creditor from Customer,
 provided that the liability of the guarantors
 hereunder, whether singularly or collectively, shall
 be limited to $______________________ as a maximum
 liability and guarantors shall not be liable under
 this guarantee for any greater or further amount.
       The undersigned guarantors agree to remain fully
 bound on this guarantee, notwithstanding any
 extension, forebearance or waiver, or release or
 discharge or substitution of any collateral or
 security for the debt. In the event of default,
 Creditor may seek payment directly from the
 undersigned without need to proceed first against
 borrower.
       In the event of default, the guarantor shall be
 responsible for all attorneys fees and reasonable
 costs of collection.
       This guarantee shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.
       Signed under seal this ________ day of
 _______________ , 19__ .

 In the presence of:

 _________________________    ________________________

 _________________________    ________________________




  REVOCATION OF GUARANTY

                                Date:

 To: (Creditor)

       Reference is made to our guaranty dated
 ____________________ , 19 __ , issued to you by the
 undersigned guaranteeing the continued credit of
 _____________________________________   Obligor).
       Please be advised that effective upon receipt of
 this letter of guaranty revocation, (or such effective
 date as provided under the guaranty) the undersigned
 shall not be obligated on the guaranty for any future
 or further credit extended by you to the Obligor. I
 understand that I shall remain liable for the present
 balance until paid.
       We would appreciate confirmation of the present
 balance owed and would further appreciate notification
 when said balance has been fully paid.
       Please confirm to us in writing receipt and
 acnkowledgement of this guaranty revocation by return
 acknowledgement below.
       Thank you for your cooperation.

                          Very truly,

                         _____________________________
 Acknowledged:

 _________________________________

 Effective Date :________________


  SECURITY AGREEMENT

                               Date:

       BE IT ACKNOWLEDGED that:
            ___________________________________________
                                Name
            ___________________________________________
                               Address
            ___________________________________________

 (Debtor) grants to _________________________________
 and its successors and assigns (Secured Party) a
 security interest under Article 9 of the Uniform
 Commercial Code in the following property
 (collateral):

       This security interest is granted to secure
 payment and performance on the following obligations
 owed Secured Party from Debtor: (Describe obligation)

       Debtor hereby acknowledges to Secured Party
 that: 1.    The collateral shall also include any
 after acquired property of a like nature and
 description and all appurtenances, proceeds or
 products thereto. 2.    The collateral shall be kept
 at the Debtor'sabove address. 3.    The Debtor
 warrants that it owns the collateral and it is free
 from any other lien, encumbrance and security
 interest and the Debtor has full authority to grant
 this security interest.


 4.    Debtor agrees to execute such financing
 statements as are reasonably required by Secured Party
 to perfect this security interest in accordance with
 state law. 5.    Upon default in payment or
 performance of any obligation for which this security
 interest is granted, or breach of any provision of
 this agreement, then in such instance Secured Party
 may declare all obligations immediately due and
 pay-able and shall have all remedies of a secured
 party under the Uniform Commercial Code, which rights
 shall be cumulative and not necessarily successive
 with any other rights or remedies. 6.    This
 security agreement shall further be in default upon
 the death or insolvency of any party who is an
 obligor under this agreement or upon any material
 decrease in the value of the collateral or the
 financial condition of the Debtor. 7.    Debtor
 agrees to maintain such insurance coverage on the
 collateral as Secured Party may reasonably require. 8.
    Upon default the Debtor shall pay all reasonable
 attorneys fees and costs of collection.

         Signed in duplicate:



                             _________________________
                             Debtor

 ______________________________
 Secured Party

 Note: Record this security agreement or financing
 statements in appropriate filing office to protect
 your rights against third parties.


  GUARANTY TERMINATION ACKNOWLEDGED

                                Date:

 To : (Guarantor)


                    Re: (Account)

       We acknowledge receipt of your notice
 terminating your guaranty on the above account.
        Under the terms of the guaranty your
 termination became effective as of _________________,
 19 __ . As of said date the account had a balance
 with us in the amount of $ ______________________ .
 Therefore, you shall have a continuing obligation
 under your guaranty until this balance has been fully
 paid.
                              Very truly,


                          __________________________


  NOTICE OF PURCHASE MONEY
   SECURITY INTEREST

                                   Date:

 To: (Prior Secured Parties)


        We hereby notify you that the undersigned has
 or expects to acquire a purchase money security
 interest in and to the following described collateral:
 (Describe)


        The subject collateral shall be sold to:
 (Debtor)
         ___________________________________________
                          Name
         ____________________________________________
                         Address
         ____________________________________________

        Since you have an existing lien or security
 interest on record as against the Debtor relating to
 the same category of collateral, this notice shall
 inform you of our priority claim to the property being
 sold, pursuant to Article 9, of the Uniform Commercial
 Code.

                             Very truly,

                             _________________________

 Record financing statements on property sold.


  NOTICE OF RIGHT OF RESCISSION

 $__________________ Mortgage on Property Situated at:
 _____________________________________________________
                 (Identification of Transaction)

 NOTICE TO CUSTOMER REQUIRED BY FEDERAL LAW:
        You have entered into a transaction on _____ ,
 19 ___ which may result in a lien, mortgage or other
 security interest on your home. You have a legal right
 under federal law to cancel this transaction, if you
 desire to do so, without any penalty or obligation,
 within three (3) business days from the above date or
 any later date on which all material disclosures
 required under the Truth in Lending Act have been
 given to you. If you so cancel the transaction, any
 lien, mortgage or other security interest on your home
 arising from this transaction is automatically void.
 You are also entitled to receive a refund of any down
 payment or other consideration if you cancel. If you
 decide to cancel this transaction, you may do so by
 notifying
 _____________________________________________________
                    (Name of Creditor)
 at____________________________________________________
          (Address of Creditor's Place of Business) by
 mail or telegram sent not later than midnight of
 _____ , 19 __ . You may also use any other form of
 written notice identifying the transaction if it is
 delivered to the above address not later than that
 time. This notice may be used for that purpose by
 dating and signing below.

                      I hereby cancel this transaction.

 ________________
 _____________________________________ (Date)
          (Customer's Signature)

               See Next Page for Important Information
                   About Your Right of Rescission


         Receipt is herewith acknowledged of the
 foregoing NOTICE, each of the undersigned CUSTOMERS
 having received two copies thereof, and one copy of
 the Disclosure Statements concerning the above
 identified transaction this _____ day of _________ ,
 19 ___ .


         EFFECT OF RESCISSION. When a customer
 exercises his right to rescind under paragraph (a) of
 this section, he is not liable for any finance or
 other charge, and any security interest becomes void
 upon such a rescission. Within ten (10) days after
 receipt of a notice of rescission, the creditor shall
 return to the customer any money or property given as
 earnest money, down payment or other-wise, and shall
 take any action necessary or appropriate to reflect
 the termination of any security interest created under
 the transaction. If the creditor has delivered any
 property to the customer, the customer may retain
 possession of it. Upon the performance of the
 creditor's obligations under this section, the
 customer shall tender the property to the creditor,
 except that if return of the property in kind would be
 impracticable or inequitable, the customer shall
 tender its reasonable value. Tender shall be made at
 the location of the property or at the residence of
 the customer, at the option of the customer. If the
 creditor does not take possession of the property
 within ten (10) days after tender by the customer,
 ownership of the property vests in the customer
 without obligation on his part to pay for it.


 Issue two copies to customer.


  DISCHARGE OF SECURITY INTEREST


        FOR VALUE RECEIVED, the undersigned does hereby
 release, terminate and discharge a certain security
 interest issued by _______________________________
 (Debtor), to the undersigned dated _______________ ,
 19 __ , represented by filing no. ______________ .
        This document ____ shall, ____ shall not (check
 one) constitute a discharge of any obligation for
 which said security interest was granted.
        We shall further execute such terminations of
 financing  statements of public record as may be
 requested by the debtor.

        Signed under seal this ________ day of
 __________________ , 19 __ .

 In the presence of:

  ________________________     _______________________
                               Secured Party



  GENERAL SUBORDINATION


       FOR VALUE RECEIVED, the Undersigned hereby
 subordinates any and all claims now or hereinafter
 owed the Undersigned from (Debtor) to such claims as
 may now or hereinafter be due (Creditor) from said
 Debtor.
       The subordination herein shall be unconditional,
 irrevocable and unlimited both as to amount or
 duration and notwithstanding whether the respective
 claims against Debtor are now or hereinafter secured
 or unsecured.
       This agreement shall be binding upon and inure
 to the benefit of the parties, their successors and
 assigns.

       Signed under seal this _______ day of
 _________________ , 19 ___ .




                             __________________________

                             __________________________
                             Creditor

 Assented to:

 ______________________________
 Debtor


  PLEDGE OF SHARES OF STOCK

        FOR VALUE RECEIVED, the undersigned hereby
 deposits and pledges with
 ______________________________ , (Pledgee) as
 collateral security to secure the payment of:
 (Describe debt)


        The following shares of stock, described as
 shares of stock of (Corporation) being stock
 certificate no. It is understood and agreed that: 1.
   Pledgee may assign or transfer said debt and the
 collateral pledged hereunder. 2.     In the event
 there shall be a stock dividend or further issue of
 stock in the Corporation to the undersigned, the
 undersigned shall pledge said shares as additional
 collateral for the debt. 3.     That during the
 pendency of this pledge agreement, and so long as it
 is not in default, the undersigned shall have full
 rights to vote said shares and be entitled to all
 dividend income. 4.     That during the pendency of
 this agreement, the undersigned shall not issue any
 proxy or assignment of rights to the pledged shares.
 5.     The undersigned warrants and represents it has
 good title to the shares being pledged, they are free
 from other liens and encumbrances or pledge, and the
 undersigned has full authority to transfer said shares
 as collateral security. 6.     In the event of
 default of payment of the debt, or breach of this
 pledge agreement, the Pledgee or holder shall have
 full rights to foreclose on the pledged shares and
 exercise its rights as a secured party pursuant to
 Article 9 of

 the Uniform Commercial Code; said rights being
 cumulative with any other rights the Pledgee may have
 against the undersigned.
        The undersigned understands that upon
 foreclosure the pledged shares may be sold at public
 auction or private sale. The undersigned shall be
 provided reasonable notice of said intended sale and
 the undersigned shall have full rights to redeem said
 shares at any time upon payment of the balance due
 hereunder.
        Upon payment of the obligation for which the
 shares are pledged, the shares shall be returned to
 the undersigned and this pledge agreement shall be
 terminated.
        This pledge agreement shall be binding upon and
 inure to the benefit of the parties, their successors,
 assigns and personal representatives.
        Upon  default the undersigned shall pay all
 reasonable attorneys fees and costs of collection.

        Signed under seal this _________ day of
 _________________ , 19 __ .


 __________________________  _________________________
 Pledgee


  PLEDGE OF PERSONAL PROPERTY

        FOR VALUE RECEIVED, the undersigned hereby
 deposits and pledges with __________________________,
 (Pledgee) as collateral security to secure the payment
 of: (Describe debt)


        The following personal property (collateral)
 described as:

        It is understood and agreed that: 1.
 Pledgee may assign or transfer said debt and the
 pledged collateral hereunder. 2.     Pledgee shall
 have no liability for loss, destruction or casualty
 to the collateral unless caused by its own negligence.
 3.     The undersigned shall pay any and all insurance
 it elects to maintain, or the Pledgee reasonably
 requires on the pledged collateral and any personal
 property, excise or other tax or levy. 4.     The
 undersigned warrants that it has good title to the
 pledged collateral, authority to pledge same and that
 it is free of any adverse lien, encumbrance or
 adverse claim. 5.     In the event of default of
 payment of the debt or breach of this pledge
 agreement, the Pledgee or holder shall have full
 rights to foreclose on the pledged collateral and
 exercise its rights as a secured party pursuant to
 Article 9 of the Uniform Commercial Code; said rights
 being cumulative with any other rights the Pledgee
 may have against the undersigned.

        The undersigned understands that upon
 foreclosure the pledged property may be sold at public
 auction or private sale. The undersigned shall be
 provided reasonable notice of any said intended sale
 and the undersigned shall have full rights to redeem
 said property at any time upon payment of the balance
 due hereunder.
        Upon payment of the obligation for which the
 property is pledged, the property shall be returned to
 the undersigned and this pledge agreement shall be
 terminated.
        This pledge agreement shall be binding upon and
 inure to the benefit of the parties, their successors,
 assigns and personal representatives.
        Upon default the undersigned shall pay all
 reasonable attorneys fees and costs of collection.

         Signed under seal this _______ day of
 __________________ ,19 __ .


 __________________________   _________________________
 Pledgee


  NOTICE OF DEFAULT
   ON PROMISSORY NOTE

                               Date: _______________


 To: _____________________________



       Reference is made to your promissory note under
 date of ______ , 19 __ , in the original amount of $
 _______________ .
       You have defaulted under said note in that the
 payment due on _______________ , 19__ , in the amount
 of $ __________________ has not been paid.
       Accordingly, demand is hereby made upon you for
 payment.
       In the event the due payment is not paid within
 the next seven days, we shall proceed to enforce our
 rights under the note for collection of the entire
 balance.


                             Very truly,

                             _________________________



  DEMAND FOR PAYMENT
   ON PROMISSORY NOTE

                                  Date:

 To:


        Reference is made to a certain promissory note
 dated 19 __ , in the original principal amount of
 $_________________ and to which the undersigned is
 holder.
        You are in default under said note in that the
 following payment(s) have not been made.
        Payment Date                  Amount Due



        Accordingly, demand is hereby made for full
 payment of the entire balance of
 $_____________________ due under the note. In the
 event payment is not received within ____________
 days, this note shall be forwarded to our attorneys
 for collection and you shall additionally be liable
 for all reasonable costs of collection.


                        ___________________________



  DEMAND FOR PAYMENT
   ON GUARANTOR

                              Date:

 To:


       The undersigned is the holder of your guaranty
 dated 19 __ , wherein you guarantee the debt owed us
 by ________________________________________________ .
        Please be advised that payments on said debt
 are in default. Accordingly, demand is made upon you
 as a guarantor for full payment on the out-standing
 debt due us in the amount of $ ___________________ .
        In the event payment is not made within (
  ) days, we shall proceed to enforce our rights
 against you under the guaranty and shall additionally
 hold you responsible for attorneys fees and costs of
 collection.

                             Very truly,



                           ___________________________



  DEMAND FOR PAYMENT
   ON ENDORSERS

                               Date:

 To:

       The undersigned is the holder of the below
 described (check) (note) to which you are an endorser:
              Maker:
              Date:
              Original Amount

       Notice is hereby provided that said instrument
 has not been paid, and protest and demand is hereby
 made upon you to immediately pay the amount due in the
 amount of $ ______ .
       In the event payment is not made within five (5)
 days, the undersigned shall proceed to suit on your
 warranties of endorsement.
       Upon full payment on your endorsement, we shall
 assign to you such rights as we have to the
 instrument.

                             Very truly,

                           ___________________________






  DEMAND BY SECURED PARTY
   FOR POSSESSION OF COLLATERAL

                                 Date:


 To: (Debtor)


       Reference is made to a certain security
 agreement granted to us on
 ______________________________ , 19 __ .
       This is to advise you that you are in default of
 said security agreement for the following reasons:



       Accordingly, demand is hereby made for the
 surrender and delivery to us of all the collateral
 under said security agreement consisting of:


       We shall thereupon exercise our rights of
 foreclosure and resale pursuant to the Uniform
 Commercial Code.





  SURRENDER OF COLLATERAL

       BE IT ACKNOWLEDGED, that the undersigned
 (Debtor) under a security agreement dated
 _________________ , 19 __ , granted to
 ________________ _________________(Secured Party),
 hereby acknowledges: 1.    The Debtor is presently
 indebted to Secured Party in the amount of $
 ______________ , and that confession of judgement may
 enter for said amount. 2.    Debtor is in default of
 its obligations to Secured Party and that Secured
 Party has full rights of foreclosure under its
 security agreements. 3.    That in lieu of
 foreclosure by Secured Party, Debtor hereby delivers,
 assigns and surrenders to Secured Party all and
 singular the collateral under the security agreement.
 4.    That Debtor hereby waives all rights to redeem
 said collateral and assents to any commercially
 reasonable public or private sale of said collateral.
 5.    That Debtor waives all notices of foreclosure or
 public or private sale as required under the security
 agreement or Uniform Commercial Code. 6.    That upon
 sale, the Secured Party shall render to Debtor an
 accounting of proceeds and expenses and remit any
 surplus. 7.    That Debtor agrees to remain liable
 for any deficiency resulting from sale of the
 collateral, including payment of costs of foreclosure
 and reasonable attorneys fees.

       Signed under seal this ________ day of
 _______________ , 19 __ .

 In the presence of:

 _________________________   _________________________
                             Debtor


  NOTICE OF PUBLIC SALE
   OF COLLATERAL

                                  Date:

 To: (Debtor)

        Pursuant to the Uniform Commercial Code you are
 hereby provided notice that the collateral covered
 under our security agreement shall be sold at public
 auction as follows:
        Date:
        Time:
        Location :
        You will be held liable for any deficiency
 resulting from said sale.
        You may redeem the collateral by paying the
 amount due and accrued costs of foreclosure at any
 time prior to the time of sale. The balance as of
 this date (inclusive of costs) is $ ______________ .
 All payments must be by certified  or bank check.



                             _______________________


 Certified Mail


  NOTICE OF PRIVATE SALE
   OF COLLATERAL

                                  Date:

 To: (Debtor)

        Pursuant to the Uniform Conunercial Code you
 are hereby notified that on
 _______________________________________ , 19 __ , the
 undersigned shall sell at private sale the following
 collateral held by the undersigned as secured
 party-in-possession:



        Said collateral shall be sold to (Buyer), for
 the amount of $ _____________________ .
        You will be held liable for any deficiency
 resulting from said sale.
        You may redeem this property by paying the
 amount due and accrued costs of foreclosure at any
 time prior to the time of sale. The balance due as of
 this date (including accrued foreclosure costs) is $
 _________________ . All payments must be by certified
 or bank check.


                           ___________________________

 Certified Mail




  NOTICE TO SUBORDINATE LIENHOLDER
   OF FORECLOSURE AND INTENDED SALE

                                   Date: To:

        Please be advised that the Undersigned is a
 lienholder against certain assets owned by
 _______________________________________________, who
 is indebted to us in the amount of $________________.
       The Undersigned as lienholder intends to sell
 the following collateral towards satisfaction of its
 debt:

        Said sale shall be by public auction
               Date:
               Time:
              Location:
        - or by private sale
               Date:
               Time:
               Buyer:
               Price:

        Since you are on record as holding a
 subordinate security interest or lien you are provided
 the statutory notice of said intended sale.

                             Very truly,

                             _________________________
                             Lienholder

 Certified Mail




  CREDIT INFORMATION REQUEST

                                  Date:

 To: (Customer)

        Thank you for your recent order. We shall be
 pleased to consider you for a line of credit, however,
 we first need information on which to make the credit
 decision.

        Accordingly, would you please provide us with
 the information checked?

        ____Bank Affiliations
        ____Credit Application (enclosed)
        ____Current Financial Statements
        ____(      ) Trade References and a Bank
              Reference
        ____Dun and Bradstreet or Other Credit
             Reporting Rating
        ____Other:____________________________

        Pending receipt of this information we suggest
 C.O.D or advance payment of $ ________________ on this
 order to avoid delay in shipment. Upon receipt we
 shall immediately process the order for shipment.
        A self-addressed return envelope is enclosed
 for your convenience. Of course, all credit
 information submitted shall be held in strict
 confidence.
                             Very truly,

                             _______________________




  REQUEST FOR BANK CREDIT REFERENCE

                              Date: To: (Bank)

                              Re: (Account)

       Our above captioned account requested we contact
 you for a banking reference. So that we may evaluate
 credit for the account, we would appreciate your
 providing us the following information: 1.    How
 long has the account maintained a banking
 relationship with you? 2.    What is the average
 account balance? 3.    Does the account routinely
 have overdrafts? 4.    Is the account a borrowing or
 non-borrowing account? 5.    If the account borrows,
 please advise as to:
             Present balance on secured loans
             $______________
             Present balance on unsecured loans
             $______________
             Terms of repayment:____________________
             Is repayment satisfactory?_____________ 6.
    Are overall banking relationships satisfactory?
       Any additional comments or information you can
 provide would be greatly appreciated and, of course,
 we would equally appreciate any future information in-
 volving a change in the accounts financial situation
 or its banking relations with you.
       All information shall be held in the strictest
 confidence, and we certainly would be pleased to
 reciprocate.


                         _____________________________


  REQUEST FOR CREDIT INTERCHANGE

                                  Date:

 To: (Trade References)


                                  Re: (Account)

        The above account has recently applied to our
 firm for credit terms, and listed you as a credit
 reference. So that we may have full information on
 which to issue credit, would you provide us the
 benefit of your credit experience with the account, by
 providing us the following information:

        High credit:
        Low credit:
        Terms:
        How long sold:
        Present balance owed:
        Payment history:

        Other credit information you may believe useful
 may be noted on reverse side. This information shall
 be held strictly confidential and we are always
 pleased to reciprocate.
        A stamped return envelope is enclosed for your
 convenience.
                                  Very truly,


                                 _____________________



  CREDIT REFERENCE ACKNOWLEDGEMENT

                                Date:

 To: (Credit Reference)

                                Re: (Account)

       We have received your credit reference on the
 above customer.
       Your cooperation in providing this information
 is appreciated and was certainly valuable in our
 effortto establish an appropriate credit level for the
 account.
       Should you see a need to change your credit
 policy with the account or find a change in the
 account's financial condition that may be of interest
 to us, we would also appreciate receipt of this
 information.
       We will certainly hold all information strictly
 confidential and, of course, reciprocate the courtesy
 at any time.
       We thank you for your courtesy.

                                   Very truly,

                                 _____________________


  CREDIT INTERCHANGE TRANSMITTAL

                                  Date:

 To:

                                  Re: (Account)

        This letter is in response to your request for
 credit information on the above captioned account.
 Accordingly, we submit the following information: 1.
   We have sold the account since_________________. 2.
    The account's present balance is:
              Under 30 days       $____________________
              30-60 days          $____________________
              60-90 days          $____________________
              Over 90 days        $____________________
              Total owed:         $____________________
 3.     We currently ship the account on the following
 credit terms: 4.     Other credit
 information:____________________
 ______________________________________________________
 ______________________________________________________

        We are pleased we could be of service to you
 and trust this information shall be held in strict
 confidence.

                                  Very truly,

                                 _____________________


  PARTIAL SHIPMENT REQUEST

                              Date:

 To: (Customer)


       Thank you for your order dated
 __________________________ , 19  . The amount of the
 order shall be approximately $ __________________ ,
 however, we regret we cannot extend you credit for the
 entire order at the present time.
       We suggest we ship you on our standard credit
 terms a partial order reducing quantities by (
 %).Upon receipt of payment we shall release the
 balance ofthe order. If you request a different order
 configuration we would, of course, be pleased to
 accommodate.
       Unless we hear from you to the contrary within
 the next ten (10) days, we shall assume you are in
 agreement with our recommendation and shall ship
 accordingly.
       Hopefully we shall soon be in a position to
 increase your credit line.
                              Very truly,

                              ________________________


  NOTICE OF C.O.D. TERMS

                                  Date:

 To: (Customer)

       We are in receipt of your order dated
 _______________________ , 19 __, (or as attached)
 wherein you request credit terms.
       While we do want to accept your order, we find
 we cannot ship on credit terms at the present time.
       Accordingly, we propose shipment on C.O.D. terms
 and we will assume these terms are satisfactory to you
 unless we are notified of the contrary within ten (10)
 days.
       Thank you for your understanding and we
 appreciate your patronage.


  AGREEMENT TO APPLY
   TRADE ALLOWANCES

                              Date:


 To: (Customer)



       Please allow this to confirm our understanding
 that we shall apply all future earned trade discounts,
 advertising and promotional allowances or rebates and
 other customary concessions to your outstanding
 balance. These credits shall appear on your statement
 as earned and applied. We also anticipate the payments
 toward your account as per our paydown agreement.
       We are confident that this procedure will assist
 us both in liquidating your balance and we appreciate
 your cooperation.

                             Very truly,

                           ___________________________




  NOTICE OF UNPAID INVOICE

                                  Date:

 To: (Customer)


       On ________________________ , 19 __ , we
 received your check for $ representing payment on the
 following invoice(s):

       Invoice(s)                       Amount



       However, your payment voucher or advice did not
 include payment on the following overdue invoice(s)
 which remain unpaid, and are now overdue.

       Invoice(s)                       Amount



       In reviewing your account we assume the unpaid
 invoice(s) are due to oversight. Please advise if you
 need copies of the unpaid invoice(s) or if there are
 questions regarding these invoices(s), otherwise we
 shall anticipate payment on these outstanding
 invoices. The total balance due is $ ________________
 .

       We look forward to hearing from you and
 appreciate your prompt attention to this matter.

                                  Very truly,


                         ________________________


  DISCOUNT DISALLOWED NOTICE

                                Date:

 To: (Customer)

       Thank you for your check in the amount of $
 ________ in payment of the following invoice(s),
 received _____________ , 19 __ . Invoice(s)

       We note your payment reflects an unearned
 discount of $ _________ , which we regret we cannot
 grant since payment was received __________ days
 beyond the cash discount date.
       Accordingly, to debit your account we shall:
 (Check one) ____Apply the checks to the invoice
 balances but debit your account $____________________
 representing the unearned discount. This debit shall
 appear on your next statement. ____Return your checks
 herein and request you issue a new check for
 $________________ ____Request our sales
 representative to arrange exchange of these checks
 for new checks.
       We regret we cannot extend to you the unearned
 discount, however, in fairness to our other customers
 we must strictly adhere to our discount policy.

                             Very truly,

                             __________________________


  PAYMENT INQUIRY

                               Date:

 To: (Customer)

       We are at a loss to understand why your account
 balance of $________________ has not been paid.
       Perhaps you can now take a moment and help
 resolve it. Just take a moment and let us know where
 we stand. 1.    The account has not been paid because
 ___________
 ,
 2.    The account will be paid on or before
 _______________ , 19__ 3.    Our check is enclosed.
 Sorry for the delay.

       Your above response is greatly appreciated.

                              Very truly,

                             _______________________



  SECOND NOTICE
   OF OVERDUE ACCOUNT

                              Date:

 To: (Customer)



       There can be no better way to show why we are
 concerned about your overdue payment than to show you
 your account balance.

  PAST DUE

       Over 30 days
 $________________
       Over 60 days
 $________________
       Over 90 days
 $________________
                        Total due
 $________________




       May we now have your check without further
 delay.

                             Very truly,

                             __________________________



  DEMAND FOR PAYMENT

                                Date:

 To: (Customer)



       We have tried several times to resolve the
 problem of your past due account, but the problem
 continues. Your account remains seriously overdue in
 the amount of $ __________________ .
       This is your final notice. Unless we have your
 check for $______________ within the next ten (10)
 days, we shall immediately turn your account over for
 collection.
       We believe you'll agree that immediate payment
 is in your own best interests as it will save you
 added interest and court costs, and help preserve your
 credit rating.

                             Very truly,

                           ___________________________


  FINAL NOTICE BEFORE
   LEGAL ACTION

 To:


       We have repeatedly advised you of your long
 overdue balance in the amount of $ _______________ .
       Since you have not made payment we have turned
 your account over to our attorneys and instructed them
 to commence suit without further delay.
       There is still time, however, to avoid suit if
 you contact us within the next five (5) days.
       This will be your final opportunity to resolve
 matters without the expense of court proceedings.

                             Very truly,

                             ________________________


  REQUEST FOR INFORMATION
   ON DISPUTED CHARGE

                                Date:

 To: (Customer)

       We have received your notice contesting certain
 charges on your account for the following reasons:

       In an attempt to reconcile your account and
 resolve this matter we find we need the below checked
 information or documents:
       ____Copies of invoices noted on reverse side.
       ____Copies of checks evidencing payment.
       ____Credit memos outstanding.
       ____Copies of return goods authorizations.
       ____List of goods claimed as not received.
       ____List of goods claimed damaged.
       ____List of goods claimed non-conforming.
       ____Other:____________________________________

       Thank you for your prompt attention and upon
 receipt we shall give your claim every consideration.

                             Very truly,

                             ________________________


  SETTLEMENT OFFER
   ON DISPUTED ACCOUNT

                                Date:

 To: (Creditor)


       We are in receipt of your statements or claim
 indicating a balance due you of $ ___________________.

       We deny owing said amount and contest the
 claimed balance for the following reasons:



       Without prejudice, and without admitting to any
 liability, but as an offer of compromise only, we
 propose to settle this account in full by payment of
 $ _____________________ . Our check in that amount is
 enclosed and deposit of the check shall discharge the
 entire balance claimed, pursuant to the release
 endorsement marked thereon. If this is not acceptable,
 please return said check at your earliest opportunity.
 your earliest opportunity.

                             _______________________


  DISPUTED ACCOUNT SETTLEMENT

        Whereas, ___________________________

 (Creditor) asserts to hold a certain claim against
 (Debtor) in the amount of $ ________________ arising
 from: (Describe obligation)



        Whereas, Debtor disputes said claim, and
        Whereas, the parties desire to resolve and
 forever settle said claim.
       Now, Therefore, Debtor agrees to pay to Creditor
 and Creditor agrees to accept from Debtor simultaneous
 herewith, the sum of $ __________________ in full
 payment, settlement, satisfaction and discharge of
 said claim and in release of any further claims
 thereto.

        Signed under seal this ______ day of
 __________________ , 19 __ .
                                ______________________
                                  Creditor

                                ______________________
                                  Debtor


  INSTALLMENT PAYMENT ACKNOWLEDGEMENT

                               Date:

 To: (Customer)


       We are pleased we could resolve your overdue
 balance by accepting your agreement to pay the $
 ______________________ balance in payments of $
 _________________ each. We look forward to receiving
 your first payment on ____________________ , 19 __ ,
 as per your agreement.
       You understand that if any payment is missed, we
 shall have no alternative but to proceed to recover
 our claim for the entire balance then due. We have
 every confidence, however, that this action will not
 be necessary.
       Your future business is also appreciated and
 upon payment of the account we will consider further
 credit.
       If these terms are in accord with your
 understanding, please acknowledge same below and
 return.

                             Very truly,

                             _________________________

 Acknowledged:

 _________________________


  CONFIRMATION OF PAYMENT PLAN

                                Date:

 To: (Customer)


       I am pleased that we could reach payment
 agreement on your overdue balance of
 $_________________ due our company.
       To confirm our understanding, you agreed to pay
 the balance in the following manner:


       We understand your financial difficulties and
 will accept payments on the above extended terms
 provided the payments are punctually made when due.
    While you have an outstanding balance we shall ship
 on a C.O.D. basis, and of course, grant to you all
 cash discounts on your purchases.
       If this letter is not in conformity with our
 understanding, please advise at once.
       I am pleased this matter could be resolved on
 terms satisfactory to us both and we look forward to
 your payments and continued patronage.
       Your acknowledgement of these terms below would
 be appreciated.
                        Very truly,

                        __________________________

 The above is acknowledged :

 ______________________________
 Customer



  NOTICE OF DEFAULT
   ON EXTENSION AGREEMENT

                                Date:

 To: (Customer)


       Reference is made to your payment plan agreement
 dated 19 ___ , wherein you agreed to make payments of
 $ ______________ each (week/month) on your overdue
 account.
       Your payment due __________________ , 19 __ in
 the amount of $ _____________ has not been received.
 If this was due to an oversight, please provide us
 with payment within the next five (5) days and we
 shall be pleased to honor and reinstate the extended
 terms.
       In the event payment is not made, we shall have
 no alternative but to immediately enforce our rights
 to the present balance of $ ___________ owed.
       We trust you shall make the required payment and
 avoid demand for the entire balance at this time.

                                  Very truly,

                                ______________________


  CREDITOR' S AFFIDAVIT

        I, ______________________________________ , the
 Undersigned, being of age, do of my own personal
 knowledge make the following statements and declare
 them to be true. 1.     That I am
 ______________________ (capacity) of
 ________________________________ , Plaintiff in this
 action, and have custody of its books and records. 2.
    That according to said books and records, and my
 own personal knowledge, Defendant is justly indebted
 to Plaintiff in the amount of $____________  without
 setoff or defense. 3.     That despite repeated
 demand for payment, no payment has been received. 4.
   That there is no insurance coverage or other posted
 security from which to satisfy this claim.

        Signed under the pains and penalties of perjury
 this ________ day of _____________________ , 19 __ .

                              ________________________


 State of_________________________ County
 of________________________
 _______________________________________________ , 19__

        Then personally appeared who executed the
 foregoing affidavit, before me.

                             _______________________
                             Notary Public


  TURNOVER FOR COLLECTION

                                Date:

 To: (Attorney or Collection Agency)

                                Re: (Account)
                                     Amount due: $

        We hereby turn over to you for collection the
 above referenced claim.
        To assist you in your collection efforts
 against the above-captioned account,  we enclose:
 (Check)

       ____Our file
       ____Account ledger card
       ____Outstanding invoices
       ____Affidavit of amount due
       ____Notes and/or security agreements
       ____Prior correspondence
       ____Guarantees
       ____Application for credit
       ____Other:
 (Describe)____________________________
       ____Suit fee in amount of $____________________

        We also provide you the following information:

 1.     Customers reason for non-payment or
 delinquency.

 2.     Prior agreements on payment and compliance.

 3.     General financial condition of customer.

 4.     Defenses or counterclaims that customer may
 assert if claim initiated. 5.     Other known
 creditors of the account.

 6.     Guarantors to the account (include copies of
 guarantees). 7.     Other information.

        Thank you for your prompt attention to this
 matter.



  DEBT ACKNOWLEDGEMENT

       The Undersigned hereby confirms and acknowledges
 to ______________________________ (Creditor) that the
 Undersigned is indebted to the Creditor in the amount
 of $ _________________ as of date hereof, which amount
 includes all accrued interest and other permitted
 charges to date. We further acknowledge that there are
 no defenses to, or credits or rights of set off as
 against said account balance and that the Creditor
 shall be authorized to enter a confession of judgement
 (where so allowed by law) against the Undersigned for
 the amount of debt acknowledged to be due.

        Signed this ___________ day of
 ________________________ , 19 __ .

 In the presence of:

 ________________________     ______________________



  ASSENT AND PROOF OF CLAIM

       We the Undersigned do hereby assent to the terms
 of a certain (assignment/ trust mortgage) entered into
 by __________________________________________________
 (account), to _______________________________________
 (assignee/ trust mortgagee) and we do hereby become a
 party to said instrument as an assenting creditor
 thereunder and in accordance with the provisions of
 said instrument, agree to accept in full payment of
 all debts, claims and demands, the dividends or
 creditor distribution which shall be payable under
 said instrument and do release, acquit and discharge
 the debtor from such other debt, claim and demand as
 therein provided.
       Witness our hands and seals this day
 of_________________________ 19 __ .

                               Creditor:

                                By:______________________
                                  Duly Authorized


 Creditor's Name:   _______________________________
 Creditor's Address:_______________________________
                    _______________________________
  Amount of Claim:  $______________________________


  ATTACH COPY OF STATEMENT


  DEBT RE-AFFIRMATION

        FOR VALUE RECEIVED, the Undersigned hereby
 acknowledges that it reaffirms to (Creditor) and its
 successors and assigns, a certain prior debt
 discharged, released, extinguished or cancelled
 pursuant to (reason for discharge) and that the
 Undersigned shall be and agrees to remain bound on
 said debt in the amount of $ _________________ only
 and for no greater sum, all to the same extent as if
 said debt to the amount stated were not discharged in
 the first instance.
        It is further agreed that the above stated
 re-affirmed debt shall be paid in the manner
 following:



        Provided further that if said debt was
 discharged pursuant to any provision of the United
 States Bankruptcy Code, then this re-affirmation shall
 be subject to approval by the United States Bankruptcy
 Court and that the Undersigned shall make application
 for said approval.
        This agreement shall be binding upon the
 parties, their successors, assigns and personal
 representatives.

        Signed under seal this _____ day of
 ____________________ , 19 __ .

 In the presence of:

 ___________________________ __________________________
                             Debtor


  AUTHORIZATION TO RELEASE
   CREDIT INFORMATION

                                Date:

 To:
    Creditor

       I maintain a credit account with your firm and
 request that a report of my credit history be
 forwarded to the below listed credit reporting
 agencies. Please consider this letter as my
 authorization to release this information.
                                 Signature

                                 Signature of Joint
 Applicant
                                 Name of Account

                                 Account Number

 Credit Reporting Agencies :


  REQUEST FOR DISCLOSURE
   OF CREDIT INFORMATION

                                  Date:

 To :__________________________________
    Credit Reporting Agency

        In accordance with the Federal Fair Credit
 Reporting Act, I request a full and complete
 disclosure of my credit file. This is to include the
 sources of information on my file and the names and
 addresses of any party who has received my credit
 report in writing, orally or by other electronic
 means.

 ______________________      _____________________
 Signature                   Printed Full Name

 ______________________      _____________________
 Social Security Number      Address

 ______________________      _____________________
 Telephone Number            Prior or Other Names


                             _____________________
                             Prior or Other Addresses

 State of_________________________ County
 of________________________
 ______________________________________________ , 19

       Then personally appeared
 __________________________________ , who acknowledged
 the foregoing, before me.

                             _______________________
                             Notary Public
                             My Commission Expires:


  ADVERSE CREDIT
   INFORMATION REQUEST

                                  Date:

 To:______________________________
    Creditor

        I have recently been declined credit by your
 firm. In accordance with the Federal Fair Credit
 Reporting Act, I am asking for a full and complete
 disclosure of the reasons for this denial and the
 nature of any adverse credit information received from
 any source other than a consumer reporting agency,
 including the identity of such source.
 _______________________     _______________________
 Signed                       Full Name

 _______________________     ________________________
 Date of Credit Application   Address

 ________________________    ________________________
 Transaction or Type Credit   Telephone Number

 State of_________________________ County
 of________________________
 ______________________________,19__
        Then personally appeared
 __________________________________ , who acknowledged
 the foregoing, before me.

                             ______________________
                             Notary Public
                             My Commission Expires:

  CONFIRMATION OF VERBAL ORDER

                           Date:

 To: (Supplier)


       This letter shall confirm your acceptance of our
 verbal order of _______________________ , 19 __ .
       A copy of our confirmatory purchase order
 containing the stated terms is enclosed as purchase
 order no. _________________ .
       Unless we receive written objection within ten
 (10) days of your receipt of this order, we shall
 consider the order confirmed on its terms and shall
 anticipate delivery of all ordered goods on the date
 indicated.
       Thank you for your cooperation.

                                 Very truly,


                                 ______________________



  EXCEPTIONS TO PURCHASE ORDER


                        Date:

 To: (Customer)


       We are in receipt of your purchase order no.
 ______________ , dated ____________________ , 19 __ .
       We confirm acceptance of said order subject only
 to the following exceptions : (Describe)



       On exceptions noted, we shall assume you agree
 to same unless objection is received within ten (10)
 days of your receipt of this notice. We shall promptly
 ship such goods as are not subject to exception.
       Thank you for your business and we trust you
 understand the reasons for the exceptions.

                               Very truly,


                               _____________________



  ACKNOWLEDGEMENT OF
   MODIFIED TERMS

                              Date:

 To:


       Reference is made to the contract or order
 between us dated 19 __ .

        This letter will acknowledge that the contract
 or order is modified and superseded by the following
 agreed change in terms: (Describe changed terms)


        All other terms shall remain as stated.
        Unless we immediately hear from you to the
 contrary, in writing, we shall assume said
 modification is mutually agreeable, and we shall
 proceed accordingly on the modified terms. Please
 acknowledge same below and return one copy for our
 file.

                                  Very truly,


                                  _________________

 The foregoing modification is acknowledged:


 __________________________________________


  DEMAND FOR ACKNOWLEDGEMENT
   OF SHIPPING DATES

                             Date:

 To: (Supplier)


       We request that you confirm and specify shipping
 arrangements pursuant to our order of_______________ ,
 19 ___ and that you furnish us timely assurance that
 you shall comply with its terms.
       Failure to provide sufficient assurance shall
 constitute a breach of said contract and we shall no
 longer consider ourselves obligated under said
 contract. Further, we shall hold you responsible for
 all resultant damages as provided under the Uniform
 Commercial Code.

                                Very truly,



                                 ____________________




  DEMAND FOR DELIVERY

                          Date:

 To: (Supplier)



       The Undersigned has made full payment to you in
 the sum of $ ____________ for all goods to be shipped
 pursuant to our accepted order dated ______________ ,
 19 __ ; and we therefore demand delivery of said goods
 in accordance with our order.
       Unless said goods are received by us on or
 before____________________________________ , 19 __ ,
 we shall consider you to be in breach of contract and
 we shall thereupon expect full refund, reserving such
 further rights as we have under the Uniform
 Commercial Code.
       We shall appreciate immediate notification of
 your intentions on this matter.

                                    Very truly,


                                    _________________


  NOTICE OF REFUSAL
   TO ACCEPT DELIVERY

                        Date:

 To:

       Reference is made to your order dated
 _____________________ ,19 __ ; a copy of which is
 attached.
       You have refused to accept delivery of said
 goods and therefore we consider the purchase contract
 to have been wrongfully terminated by you.
       Accordingly, we shall not attempt further
 shipment and shall hold you liable for all damages
 arising from your failure to fulfill your obligations
 under the order.
       Should you have any questions on this matter,
 then please notify us immediately.

                              Very truly,


                              ______________________


  NOTICE OF REJECTION OF GOODS

                                   Date:

 To: (Supplier)

        On _________________________ , 19 __ we
 received goods from you pursuant to our order or
 contract dated _______________________ , 19 __ .
        However, we hereby reject said goods for the
 reason(s) checked below:
      ___ Goods were not delivered within required
 time.
      ___ Goods were defective or damaged as described
          on reverse side.
      ___ Goods were non-conforming to sample or
          specifications as stated on reverse side.
      ___ Acknowledged acceptance of our order, as
          required, has not been received, and we
          therefore ordered the goods from other
          sources.
      ___ Prices for said goods do not conform to
 quote,
          catalogue or order.
      ___ Goods represent only a partial shipment and
 we
          will not accept back order.
      ___ Other: (Describe) _________________________
        Please issue appropriate credits or refunds if
 prepaid, and provide instructions for return of said
 goods at your expense. Rejection of said goods shall
 not be a waiver of any other claim we may have under
 the Uniform Commercial Code or as otherwise provided
 by law.


                                   Very truly,


                                   ____________________



  NOTICE TO CANCEL
   BACK-ORDERED GOODS

                               Date:

 To:

       Reference is made to our purchase order dated
 ________________ , 19 __ , a copy of which is
 attached.
       We have received a partial shipment and notice
 that certain goods are out of stock or on back order.
       Please cancel our order for the back-ordered
 goods and adjust our invoice accordingly to reflect
 only the goods received. If the back-ordered goods are
 in transit please advise at once and we shall issue
 further instructions.


                               Very truly,


                               ______________________


  NOTICE TO CANCEL ORDER
   DUE TO DELAYED SHIPMENT

                              Date:

 To:


       Reference is made to our purchase order or
 contract dated 19 __ , a copy of which is attached.
       Under the terms of said order, the goods were to
 be shipped by 19 __ , or such further reasonable time
 as allowed by law.
       Due to your failure to ship the goods within the
 time required, we hereby cancel said order, reserving
 such further rights and remedies as we may have,
 including damage claims under the Uniform Commercial
 Code.
      If said goods are in transit, they shall be
 refused or returned at your expense and we shall
 await shipping instructions.

                              Very truly,


                              _________________________


  NOTICE OF NON-CONFORMING GOODS

                                  Date:

 To: (Supplier)

       We have received and inspected certain goods
 recently shipped to us under the enclosed invoices.
        Certain goods as shipped do not conform to
 specification or sample for the following reasons:
 (Describe or attach)



        Accordingly, we hereby reject said non-
 conforming goods and demand issue of credit in the
 amount of $ ________________ . We further request
 return shipping instructions.
        You are further advised that we retain all
 right to damages as provided under the Uniform
 Commercial Code.

                                  Very truly,


                                  ____________________


  NOTICE OF DEFECTIVE GOODS

                                Date:

 To:


       We are in receipt of goods shipped to us
 pursuant to your invoice or order number
 ___________________ , dated _________________ , 19 __
 .
        Certain goods as listed on the attached sheet
 are defective or nonconforming for the following
 reasons: (Describe)




       Accordingly, we reject said goods, demand credit
 or adjustment in the amount of $ _________________ ,
 representing the billed amount, and intend to re-ship
 said goods to you at your expense.
       Please confirm the credit and provide
 instructions for return of said goods.
       You are advised by this notice that we reserve
 such further rights as we may have under the Uniform
 Commercial Code.

                                 Very truly,


                                 ______________________


  NOTICE TO ELECT
   TO ACCEPT DAMAGED GOODS

                               Date:

 To:


       We have received defective or non-conforming
 goods on our order dated _________________ , 19 __ .
 The items are as follows: (Describe)


       We shall accept said goods provided we are
 allowed a price deduction of $ ________________ .
       Please advise immediately, as we shall otherwise
 be required to return said goods at your expense,
 reserving such rights and remedies as we have under
 the Uniform Commercial Code.

                               Very truly,


                               _______________________


  ACKNOWLEDGED RECEIPT OF GOODS

                              Date:



       The Undersigned hereby acknowledges receipt of
 goods from __________________________  (Supplier) on
 date above; said goods identified by invoice/shipping
 or packing slip no. _________ , or Bill of Lading no.
       We further acknowledge that we have been
 provided opportunity to fully inspect said goods and
 that said goods have been received in good condition,
 free of defects or damage and in full conformity to
 our order with no items missing or short except as may
 be specifically noted below:



                              _________________________


                    Items (if any) damaged or short



  SALE ON APPROVAL
   ACKNOWLEDGEMENT

                               Date:

 To: (Customer)

       We acknowledge shipment of the goods delivered
 on the attached invoice or order on a sale on approval
 basis.
       In the event you are not satisfied with the
 goods you have the right to return all or any portion
 of the goods at our expense within _____ days of
 receipt for full credit (or refund if prepaid).
       Goods not returned within that time shall be
 deemed accepted, and without further right of return.
       We thank you for your business and hope the
 goods will prove satisfactory and meet with your
 approval.

                               Very truly,


                               ______________________



  NOTICE OF WITHHELD DELIVERY

                                  Date:

 To: (Customer)

        Reference is made to your order for certain
 goods under date of ______ , 19 __ , as per your
 purchase order no. _________________ .
      We are withholding delivery for the reason(s)
 checked:
            Overdue balance of $ _____________
            must first be paid.
            Required payment of $____________ has not
            been made.
            You previously withdrew your order.
            You failed to furnish required shipping
            instructions.
            Certain goods are back ordered and shipment
            will be made in single lot.
            Other (Describe)

        Please respond to this notice so we may resolve
 the problem and fulfill your order without further
 delay or inconvenience.

                                  Very truly,


                                  ____________________






  ACCEPTANCE OF ORDER
   WITH DELIVERY IN LOTS

                                Date:

 To: (Customer)

       We acknowledge acceptance of your order as per
 your order of 19 __ . The goods will be shipped to you
 in the following lots: (Specify lots and delivery
 schedule)



       We request that payment be made as each lot is
 received, as delivery of each subsequent lot shall be
 expressly conditional upon the prompt payment of prior
 lots delivered.
       We trust these terms are acceptable to you, and
 unless notified to the contrary we shall ship on the
 stated terms.

                                Very truly,


                                _______________________


  NOTICE OF PRODUCT DEFECT CLAIM

                                Date:

 To:

       We have re-sold a product sold or manufactured
 by you described as:
       We have been advised of a product defect or
 warranty claim in the following particulars:
       Name of Customer:
       Date of Purchase:
       Nature of Claimed Defect:

       Injuries or Damage Claimed:


       In the event suit or claim is brought against us
 arising from breach of warranty of merchantability or
 any such similar claim arising from said product, we
 shall in a like manner look to you for full
 reimbursement and indemnification.
       This letter is provided to give you earliest
 possible notice of a potential claim and to preserve
 our rights against you should such a claim arise.
       We shall advise you upon receipt of any further
 information on this claim.

                                 Very truly,


                                 _____________________




  NOTICE OF RESALE

                                Date:

 To: (Customer)


       Reference is made to your order to purchase
 goods from us represented by your purchase
 order/invoice annexed.
       You have breached your contract to purchase for
 the following reason(s):


       Accordingly, you are hereby notified that said
 goods shall be resold at public auction as follows :

       Date:
       Place:
       Time:

       Pursuant to the Uniform Commercial Code we shall
 hold you liable for any difference between the
 contract price and the price at which the goods are
 resold, together with the costs and expense of resale.

                                 Very truly,


                                 _____________________


  NOTICE TO STOP GOODS
   IN TRANSIT

                                 Date:

 To: (Common Carrier)


       You are in receipt of certain goods in transit
 shipped by us and scheduled for delivery to:

          ___________________________________
          ___________________________________
          ___________________________________

       A copy of our shipping documents is enclosed.
       You are hereby instructed to stop transit of
 said goods, not make delivery to the consignee and
 return said goods to us. We agree to pay return
 freight charges.
       No negotiable bill of lading or document of
 title has been delivered to our customer (consignee).

                                 Very truly,


                                  _____________________

 Copy to:


 ____________________
 Customer



  NOTICE TO RECLAIM GOODS

                               Date:

 To: (Customer)

       Reference is made to certain goods that have
 been shipped and received by you within the past ten
 (10) days as represented by the attached invoices.
   It has come to our attention that your firm is
 insolvent, and therefore pursuant to the Uniform
 Commercial Code we demand return and reclamation of
 all goods delivered to you within the ten (10) days
 preceding this notice.
      In the event any of the aforesaid goods have
 been sold, this shall constitute a priority claim for
 the value of said goods not available for return and
 demand is made for the return of the balance of said
 goods within your possession.
     Please advise as to shipping arrangements.

                               Very truly,


                               ____________________





  AUTHORIZATION TO RETURN GOODS

                               Date: To: (Customer)

       Please allow this letter to serve as
 acknowledgement that we shall accept certain return
 goods for credit. The terms for return are: 1.    The
 aggregate cost value of the goods subject to return
 shall not exceed $ ____________________ . 2.    We
 shall deduct  ____ % of the cost price as handling
 charges to process the return goods, crediting the
 balance to your account. 3.    All return goods must
 be in re-saleable condition and represent goods we
 either currently stock or can return to our supplier
 for credit. Accordingly, we reserve the right to
 reject non-conforming goods. 4.    Return goods must
 be invoiced and are subject to inspection and return
 approval before shipment to us. 5.    If goods are
 shipped via common carrier, you shall be responsible
 for all freight costs and risk of loss in transit.
 Goods are not considered accepted for return until
 received, inspected and approved at our place of
 business. 6.    Other agreement to accept returns for
 credit is expressly conditional upon your agreement
 to pay any remaining balance due on the following
 terms:


       You understand this return privilege is extended
 only to resolve your account balance and is not
 necessarily standing policy. Thank you for your
 cooperation.

                               Very truly,


                               ________________________



  LEASE

        LEASE AGREEMENT, made between ________________
 (Landlord) and ____________________________  (Tenant).
        For good consideration it is agreed between
 the parties as follows: 1.     Landlord hereby leases
 and lets to Tenant the premises described as follows:


 2.     This Lease shall be in effect for a term of ___
 years, commencing on __________ , 19 __ and
 terminating on ________________ , 19 __ . 3.
 Tenant shall pay Landlord the annual rent of $ ______
 during said term, in monthly payments of $ _____ ,
 each, payable monthly in advance, and shall pay a
 security deposit of $ ______________ . 4.     Tenant
 shall at its own expense provide the following
 utilities:
        Landlord shall at its own expense provide the
 following utilities: 5.     Tenant further agrees
 that:
        a) Upon the expiration of the Lease it will
 return possession of the leased premises in its
 present condition, reasonable wear and tear, and fire
 casualty excepted. Tenant shall commit no waste to
 the leased premises.
        b) It shall not assign or sub-let said premises
 or allow any other person to occupy the leased
 premises without Landlord's prior written consent.
        c) Tenant shall not make any material or
 structural alterations to the leased premises without
 Landlord's prior written consent.
        d) Tenant shall comply with all building,
 zoning and health codes and other applicable laws for
 the use of said leased premises.
        e) Tenant shall not conduct a business deemed
 extra hazardous, a nuisance or requiring an increase
 in fire insurance premiums.
       Tenant warrants the leased premises shall be
 used only for the following purpose:
        f) In the event of any breach of the payment of
 rent or any other allowed charge, or other breach of
 this Lease, Landlord shall have full rights to
 terminate this Lease in accordance with state law and
 re-enter and re-claim possession of the leased
 premises, in addition to such other remedies available
 to Landlord arising from said breach. 6.     This
 Lease shall be binding upon and inure to the benefit
 of the parties, their successors, assigns and
 personal representatives. 7.     Additional Lease
 terms:



        Signed under seal this ____ day of ______ ,
        19 __ .

                                   ________________
                                    Landlord


                                    _______________
                                     Tenant






  AMENDMENT TO LEASE

       FOR GOOD CONSIDERATION, _____________________
 (Landlord), and __________________________________
 (Tenant), under a certain lease agreement between them
 for premises known as _________________________ ,
 dated ________________ , 19 __ , hereby modify and
 amend said Lease in the following particulars:
 (Describe modified terms)




       This lease amendment shall be binding upon and
 inure to the benefit of the parties, their successors,
 assigns and personal representatives.
      All other Lease terms shall remain as contained
 in the original Lease.

       Signed under seal this ______ day of___________
 ,
       19 __ .



                               ________________________
                               Landlord


                               ________________________
                               Tenant



  EXTENSION OF LEASE

       Extension of Lease Agreement made by and between
 ___________________ (Landlord) , and ________________
 (Tenant) relative to a certain lease agreement for
 premises known as____________________________________
 , and dated ___________ , 19 __  (Lease).
       For good consideration, Landlord and Tenant each
 agree to extend the term of said Lease for a period of
 years commencing on _____________________ , 19 __ and
 terminating on ____________________ ,19 __ , with no
 further right of renewal or extension beyond said
 termination date.
        During the extended term, Tenant shall pay rent
 of $ ___________ per annum, payable $ ____________ per
 month in advance, with other terms as follows:


        It is further provided, however, that all other
 terms of the Lease shall continue during this extended
 term as if set forth herein. This agreement shall be
 binding upon and shall inure to the benefit of the
 parties, their successors, assigns and personal
 representatives.
        Signed under seal this ____ day of____________
 ,
        19 __ .

                                 ______________________
                                 Landlord


                                 ______________________
                                 Tenant



  LEASE TERMINATION AGREEMENT

       FOR GOOD CONSIDERATION, ____________________
 (Lessee), and ___________________________________
 (Lessor), under a certain lease agreement between the
 parties under date of _________________ , 19 __
 (Lease), do hereby mutually agree to terminate and
 cancel said Lease effective _____________ , 19 __ and
 all rights and obligations under said Lease shall
 thereupon be cancelled excepting only for any rent
 obligations under the Lease accruing prior to the
 effective termination date which then remain unpaid or
 otherwise not satisfied.
       Lessee agrees to promptly surrender the premises
 on or before the termination date and deliver same to
 Lessor in good condition free of the Lessee's goods
 and effects.
       This agreement shall be binding upon the
 parties,  their successors, assigns and personal
 representatives.

        Signed under seal this ______ day of
 ________________ , 19 __ .


                                _______________________
                                Lessee


                                _______________________
                                Lessor



  SUBLEASE

 1.     Parties: This sublease was entered in to
 between __________________________ (Tenant) and
 ___________________________________ (Subtenant). 2.
  Sublease Period: The Subtenant agrees to lease
 _________________________________ (Described property
 to be leased) from ________________________________ to
 3.     Terms of Sublease: The Subtenant agrees to
 comply with all terms and conditions of the lease
 entered into by the Tenant, including the prompt
 payment of all rents. The lease agreement is
 incorporated into this agreement by reference. The
 Subtenant agrees to pay the Landlord the monthly rent
 stated in that lease, which is $ __________________ .
 4.     Security Deposit: The Subtenant agrees to pay
 to Tenant the sum of $ ____________________ as a
 security deposit. 5.     Consideration: The Subtenant
 agrees to pay the Tenant the sum of $
 ____________________ in consideration of this
 agreement. 6.     Inventory:  Attached to this
 agreement is an inventory of items or fixtures that
 were in the above-described property
 on___________________ , 19 _ . The Subtenant agrees
 to replace or reimburse the Tenant for any of these
 items that are missing or damaged. 7.     Landlord's
 Consent: The Landlord consents to this sublease and
 agrees to promptly notify the Tenant at
 ______________________________________ if the
 Subtenant is in breach of this agreement. Nothing
 herein shall constitute a release of Tenant who shall
 remain bound under this lease.

 ________________________    __________________________
 Landlord            Date    Tenant                Date

                             __________________________
                             Subtenant             Date


  ASSIGNMENT OF LEASE

       AGREEMENT by and between ___________________
 (Tenant), and ___________________ (Sub-Tenant), and
 (Landlord).
        For value received, it is agreed by and between
 the parties that: 1.     Tenant hereby agrees to
 assign, transfer and deliver to Sub-Tenant all of
 Tenant's remaining rights in and to a certain lease
 between Tenant and Landlord for premises known as:
 (Describe)


 _______________________ , under lease dated
 ______________________ , 19 __ . 2.     Sub-Tenant
 agrees to accept said Lease, pay all rents and
 punctually perform all of Tenant's remaining
 obligations under said Lease accruing after the date
 of delivery of possession to the Sub-Tenant as
 contained herein. Sub-Tenant further agrees to
 indemnify and save harmless the Tenant from any breach
 of Sub-Tenant's obligations hereunder. 3.     The
 parties acknowledge that Tenant shall deliver
 possession of the leased premises to Sub-Tenant on
 _________________ , 19 __  (effective date); time
 being of the essence. All rights and other charges
 accrued under the Lease prior to said date shall be
 fully paid by Tenant, and thereafter by the
 Sub-Tenant. 4.     Landlord hereby assents to the
 assignment of lease, provided that:
        a) Assent to the assignment shall not discharge
 Tenant of its obligations to pay rent under the Lease
 in the event of breach by Sub-Tenant.
        b) In the event of breach by Sub-Tenant,
 Landlord shall provide Tenant with written notice of
 same and Tenant shall have full rights to recover
 possession of the leased premises (in the name of
 Landlord, if necessary) and retain all rights for the
 duration of said Lease provided it shall pay all
 accrued rents and cure any other default.
        c) There shall be no further assignment of
 lease by either Tenant or SubTenant without prior
 written consent of Landlord. 5.     The parties
 acknowledge the lease to be in good standing and in
 full force and effect without modification. 6.
 This agreement shall be binding upon and inure to the
 benefit of the parties, their successors, assigns and
 personal representatives.

 Signed under seal this ____ day of __________ 19__ .

 In the presence of:

 ____________________             ____________________
                                  Tenant


 ____________________             ____________________
                                  Sub-Tenant

 ____________________             ____________________
                                  Landlord



  NOTICE OF LEASE

        The undersigned Lessor and Lessee do hereby
 provide recorded public notice of the existence of the
 following Lease:

 1.     Lessor:

 2.     Lessee:

 3.     Leased Premises:

 4.     Term of Lease is ___ years commencing on
 _________ , 19 __ and ending on ___________ , 19 __ .

 5.     Options to Extend Lease: (if any)

 6.     Option to Acquire Property or Right of First
 Refusal: (if any)
                                   ___________________
                                   Lessor

                                   ___________________
                                   Lessee State
 of_________________________

 County of Date:
        Then personally appeared ___________ (Lessor)
 and _____________________ (Lessee) , who acknowledged
 the foregoing, before me.


                                   ____________________
                                   Notary Public


 (Notary Seal) Record in public filing office.


  NOTICE TO EXERCISE
   LEASE OPTION

                                Date:

 TO: (Lessor)




       Reference is made to a certain lease between us
 dated 19 __ , for premises at_________________________

       Under the terms of said lease we have the option
 to extend or renew said lease for a _______________
 year term commencing on ________ , 19 __ .
       This notice is provided to advise you of our
 intention to exercise the option to so renew or extend
 the lease on the terms therein contained.


                                _______________________
                                Lessee





 Certified Mail, Return Receipt



  LANDLORD'S WAIVER
   TO TENANT'S FIXTURES

       ACKNOWLEDGEMENT by and between _______________
 (Landlord), and ____________________________________
 (Tenant).
       It is agreed that Landlord hereby waives all
 claim to certain equipment, fixtures, improvements,
 accessories or appurtenances as may be installed by
 Tenant on the premises known as _________________,
 said personal property or fixtures being as contained
 on the annexed list.
       Landlord agrees that said personal property be
 deemed trade fixtures and shall remain property of
 Tenant and may be removed by Tenant upon the
 expiration of its tenancy; provided however, that
 Tenant shall restore said premises to its original
 condition to the extent practicable and reasonable.
      This agreement shall be binding upon and inure to
 the benefit of the parties, their successors, assigns
 and personal representatives.
      Signed under seal this ______ day of ___________
 , 19 __ .




 In the presence of:             ______________________
                                 Landlord


  ____________________           ______________________
                                 Tenant



  TENANT'S NOTICE
   TO TERMINATE TENANCY

                                Date:

 To: (Landlord)


        As your tenant on certain premises known as:

             _________________________________
             _________________________________
             _________________________________

        You are hereby advised of our intention to
 terminate our tenancy on or before _______________ 19
 __ , and we shall thereupon deliver to you full
 possession of the of the premises.






  LEGAL VACATE NOTICE

                               Date:

 To:


       And all others now in possession of the
 hereinafter described premises.
       You are hereby notified to vacate the premises
 you now occupy, being:
         __________________________________
         __________________________________
         __________________________________

 and deliver possession thereof to the undersigned on
 or before 19 __ .
       This notice is due to your breach of tenancy in
 that you: _________________________________
           _________________________________
           _________________________________

       Should you fail, refuse or neglect to pay your
 rent or vacate said premises (        ) days from
 service of this notice, I will take such legal action
 as the law requires to evict you from the premises.
 You are to further understand that we shall hold you
 responsible for all rents due under your tenancy.


                               ______________________




  GENERAL BILL OF SALE

       FOR VALUE RECEIVED, the undersigned hereby sells
 and transfers unto __________________________________
 (Buyer), and its successors and assigns forever, the
 following goods and chattels: (Describe)




       Seller warrants and represents that it has good
 title to said property, full authority to sell and
 transfer same and that said goods and chattels are
 being sold free and clear of all liens, encumbrances,
 liabilities and adverse claims.
       Seller further warrants that it shall fully
 defend, protect, indemnify and save harmless the
 Buyer and its lawful successors and assigns from all
 adverse claims.
       It is provided, however, that Seller disclaims
 any implied warranty of condition merchantability or
 fitness for a particular purpose; said goods being
 sold in their present condition "as is" and "where
 is".


       Signed under seal this ____ day of___________ ,
 19 __ .



  WARRANTY BILL OF SALE

       FOR GOOD CONSIDERATION, and in payment of the
 sum of $ _______ the undersigned (Seller), hereby
 sells and transfers to ____________________ , (Buyer),
 and its successors and assigns forever, the following
 chattels and personal property: (Describe)




       The Seller warrants it has good title to said
 property, full authority to sell and transfer same,
 and that said property is sold free of all liens,
 encumbrances, liabilities and adverse claims of every
 nature and description.
      Seller further warrants that it will fully
 defend, indemnify, protect and save harmless the
 Buyer and its lawful successors and assigns from any
 adverse claim thereto.

       Signed under seal this ______ day of___________
 , 19 __ .


 In the presence of:


 _________________________     ________________________


  QUITCLAIM BILL OF SALE


       FOR VALUE RECEIVED, the Undersigned (Seller)
 hereby sells, transfers, assigns and conveys unto
 ____________________________________________ and its
 successors and assigns with quitclaim covenants only,
 the following:




       Seller hereby sells only such right, title and
 interest as it may hold and that said chattels sold
 herein are sold subject to such prior liens,
 encumbrances and adverse claims, if any, that exist,
 and Seller disclaims all warranties thereto.

        Signed under seal this _____ day of
 __________________ , 19 __ .


                             __________________________


  BILL OF SALE WITH ENCUMBRANCES

        FOR GOOD CONSIDERATION, and in payment of the
 sum of $ _____________ the undersigned (Seller) hereby
 sells and transfers to ______________________________
 (Buyer), and its successors and assigns, the
 following chattels and personal property: (Describe)



        The Seller warrants that it has good title to
 said property, but that said property is being sold
 subject to a certain security interest, lien or
 encumbrance on said property in favor of __________
 _________________  (secured debt), with a balance
 owed thereon of $ ________________________ .
      Buyer agrees to assume and pay said secured debt
 and indemnify and save harmless Seller from any claim
 arising thereon.
        Excepting only for the encumbrance(s)
 specifically to be assumed by Buyer, the said assets
 are otherwise sold free of other liens, encumbrances,
 liabilities or adverse claims and Seller shall fully
 defend, indemnify and save harmless the Buyer and its
 lawful successors and assigns from any adverse claim
 thereto.
        Signed under seal this _____ day of
 ___________________ , 19 __ .


 In the presence of:


 _________________________     ________________________


  BILL OF SALE
   FOR MOTOR VEHICLE

       FOR GOOD CONSIDERATION, and in payment of the
 sum of $ ______________________ the receipt of which
 is acknowledged, the undersigned (Seller), hereby
 sells and transfers to _____________________________,
 (Buyer) and its successors and assigns the following
 motor vehicle:
              Make:
              Model:
              Year:
              Vehicle Serial Number:

       Seller warrants that it is the legal owner of
 said vehicle, that said vehicle is being sold free and
 clear of all adverse claims, liens, and encumbrances;
 that Seller has full right and authority to sell and
 transfer said vehicle, and Seller will protect, save
 harmless, defend and indemnify Buyer from any claims
 adverse thereto.
      Said vehicle is being sold "as is" without any
 express or implied warranty as to condition or working
 order.

       Signed under seal this _____ day of
 ___________________ , 19 __ .

 In the presence of:


 ___________________________  ________________________


  GENERAL ASSIGNMENT



       FOR VALUE RECEIVED, the undersigned hereby
 irrevocably assigns, sells and transfers unto
 _____________________ all right, title and interest
 in and to the following: (Fully describe)



       The undersigned warrants that it has full rights
 and authority to enter into this assignment and that
 the rights and benefits assigned hereunder are free
 and clear of any lien, encumbrance, adverse claim or
 interest.
      This assignment shall be binding upon and inure
 to the benefit of the parties, their successors and
 assigns.

        Signed under seal this ____ day of ___________
 , 19 __ .


                                _______________________


  ASSIGNMENT OF ACCOUNTS RECEIVABLE
   WITH RECOURSE

       FOR VALUE RECEIVED, the undersigned hereby sells
 and transfers all right, title and interest in and to
 the account(s) receivable as annexed; to
                               .
       The undersigned warrants that said account(s)
 are just and due and the undersigned has not received
 payment for same or any part thereof.
       It is further provided that if any said account
 does not make full payment within ______ days, said
 account(s) will be repurchased by the undersigned and
 the undersigned shall repurchase same for the balance
 then owing on said account(s), the undersigned thereby
 guaranteeing collection of said receivables.
       The undersigned further warrants that it has
 full title to said receivables, full authority to
 sell and transfer same, and that said receivables are
 sold free and clear of all liens, encumbrances or
 adverse claims.
       This agreement shall be binding upon and inure
 to the benefit of the parties, their successors and
 assigns.

       Signed under seal this ___ day of ____________ ,
 19 __ .

                              ________________________
 In the presence of:


 _________________________



  ASSIGNMENT OF ACCOUNTS RECEIVABLE
   WITH NON-RECOURSE

       FOR VALUE RECEIVED , the undersigned hereby
 sells and transfers all right, title and interest in
 and to the account(s) receivable as annexed; to
 ____________________ .
       The undersigned warrants that the said
 account(s) are just and due and the undersigned has
 not received payment for same or any part thereof and
 has no knowledge of any dispute thereon; provided,
 however, that said account(s) are sold without
 recourse to the undersigned in the event of
 non-payment. The undersigned further warrants that it
 has full title to said receivables, full authority to
 sell and transfer same, and that said receivables are
 sold free and clear of all liens, encumbrances or
 adverse claims.
       This agreement shall be binding upon and inure
 to the benefit of the parties, their successors and
 assigns.

       Signed under seal this _____ day of
 _______________ , 19 __ .


                                 ______________________
 In the presence of:



 _______________________


  ASSIGNMENT OF CONTRACT

       FOR VALUE RECEIVED, the undersigned Assignor
 hereby assigns, transfers and sets over to
 ______________________ (Assignee) all right, title
 and interest held by the Assignor in and to the
 following described contract:



       The Assignor warrants and represents that said
 contract is in full force and effect and is fully
 assignable.
       The Assignee hereby assumes and agrees to
 perform all the remaining and executory obligations of
 the Assignor under the contract and agrees to
 indemnify and hold the Assignor harmless from any
 claim or demand resulting from nonperformance by the
 Assignee.
        The Assignee shall be entitled to all monies
 remaining to be paid under the contract, which rights
 are also assigned hereunder.
        The Assignor warrants that the contract is
 without modification, and remains on the terms
 contained.
       The Assignor further warrants that it has full
 right and authority to transfer said contract and that
 the contract rights herein transferred are free of
 lien, encumbrance or adverse claim.

       This assignment shall be binding upon and inure
 to the benefit of the parties, their successors and
 assigns.


        Signed under seal this _______ day of
 __________________ , 19 __ .


 In the presence of:

 ________________________     _________________________
                              Assignor

                              _________________________
                              Assignee


  ASSIGNMENT OF COPYRIGHT



       FOR VALUE RECEIVED, the undersigned hereby
 sells, transfers and assigns
 unto_________________________ , and its successors,
 assigns, and personal represent- atives, all right,
 title and interest in and to the following described
 copyright and material subject to said copyright.

       The undersigned warrants that it has good title
 to said copyright, that it is free of all liens,
 encumbrances or any known claims against said
 copyright, including infringement by or against said
 copyright.
       This assignment shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns, and personal representatives.
        Signed under seal this __ day of ____________ ,
 19 __ .

                               _______________________


 In the presence of:


 __________________________


  ASSIGNMENT OF DAMAGE CLAIM


       FOR VALUE RECEIVED, the undersigned hereby
 sells, assigns and transfers unto
 ___________________________ (Assignee), and its
 successors, assigns and personal representatives, any
 and all claims, demands, and cause or causes of
 action of any kind whatsoever which the undersigned
 has or may have against
 ________________________________________ , arising
 from the following described claim:



       The Assignee may in its own name and for its own
 benefit prosecute, collect, settle, compromise and
 grant releases on said claim as it in its sole
 discretion deems advisable, provided the undersigned
 shall reasonably assist and cooperate in the
 prosecution of said claim to the extent required or
 requested.
      The undersigned warrants it has full right and
 authority to assign this claim and that said claim is
 free and clear of any adverse interest.
      This assignment shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.

 Signed under seal this ____ day of __________ , 19 __
 .


  ASSIGNMENT OF INCOME

        FOR VALUE RECEIVED, the undersigned hereby
 irrevocably assigns and transfers to ______________,
 all rights to proceeds, income, rentals, fees,
 profits or monies that shall be due the undersigned
 from _________________________________________ , under
 a certain contract described as:




        The undersigned warrants the balance presently
 owed is $ _____________ , and that there are no known
 setoffs or defenses to the payments due. The
 undersigned further warrants that said contract is
 without modification. The undersigned further warrants
 it has full authority to enter into this agreement and
 that the rights assigned hereunder are free and clear
 of adverse liens.
        This agreement shall be binding upon and inure
 to the benefit of the parties, and their successors
 and assigns.

        Signed under seal this ___ day of
 __________________ , 19 __ .


                               _______________________


  ASSIGNMENT OF TRADEMARK

   The undersigned_______________________________ , of
 _____________________ (Owner), being the lawful Owner
 of a certain trademark registered in the United States
 Patent Office under registration number ______ , dated
 ______________ , 19 __ , (Trademark) for good
 consideration does hereby sell, transfer and convey
 all right, title and interest in said Trademark and
 all rights and goodwill attaching thereto, unto
 _________________  (Buyer).
       The Owner warrants that said Trademark is in
 full force and good standing and there are no other
 assignment of rights or licenses granted under said
 Trademark, or known infringements by or against said
 Trademark.
       Owner further warrants that he is the lawful
 Owner of said Trademark, that he has full right and
 authority to transfer said Trademark and that said
 Trademark is transferred free and clear of all liens,
 encumbrances and adverse claims.
      This agreement shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.

        Signed under seal this day of________________ ,
 19 __ .
                                  By:__________________

 State of  ____________________ County of
 ____________________


       Then personally appeared______________________ ,
 who acknowledged the foregoing, before me

 (Notary Seal)                   ______________________
                                  Notary Public
,  Notary Public
                                 Notary Public



  NOTICE OF ASSIGNMENT

                                 Date:

 To:

                                 Re:

       Reference is made to a certain debt or
 obligation due from you to the above captioned party.

       On ____________________________ ,19 __ , all
 rights to receive future payment have been assigned to
 the undersigned. A copy of the assignment is attached.
 We understand the balance due is $ _________________.

       Accordingly, we provide you notice of said
 assignment and direct that all future payments on said
 account be directed to the undersigned at the below
 address. Further, checks should be made payable to the
 undersigned.
       It is important that all payments be made as
 directed to insure credit. You understand this is not
 a dunning notice or a reflection on your credit.
       We appreciate your cooperation.

                                Very truly,


                                 ______________________

                                 ______________________
                                 Address

                                 ______________________


  STOCK TRANSFER



        FOR VALUE RECEIVED, the Undersigned hereby
 sells, assigns and transfers to _________________
 _____________  and its successors and assigns, (
     ) shares of the ___________________ stock
 of_____________________________________ , represented
 by certificate(s) no(s). ___________________ ,
 inclusive, standing in the name of the Undersigned in
 the books of said company.
        The Undersigned hereby irrevocably constitutes
 and appoints _______________________________ , my
 attorney-in-fact to transfer the said stock on the
 books of said company with full power of substitution
 in the premises.


 Dated:


                                  ____________________
                                  Signature Guaranteed



  BOND TRANSFER



       FOR VALUE RECEIVED, the Undersigned hereby
 sells, assigns and transfers to______________________
 , and its successors and assigns, _________________
 bonds of_________________________ in the principal
 amount of $ _________ , no(s). ______________ ,
 inclusive, standing in the name of the Undersigned on
 the books of said company.
       The Undersigned hereby irrevocably constitutes
 and appoints ______________________ , attorney-in-fact
 to transfer the said bonds on the books of said
 company with full power of substitution in the
 premises.

 Dated:


                                 ____________________
                                 Signature Guaranteed



  AFFIDAVIT OF LOST STOCK CERTIFICATE

        The Undersigned, being of lawful age, first
 being duly sworn, on oath states:___________________
 1.     That the Undersigned is the record owner of (
      ) shares of the common/preferred stock
 of_________________________ (Corporation) as same
 appears on the books and records of the Corporation
 as certificate number ____________ .

 2.     The Undersigned has made a due and diligent
 search for said stock certificate but has lost or
 misplaced same. The Undersigned warrants and
 represents that said stock certificate has not been
 sold, pledged or transferred. 3.     As an inducement
 for the Corporation issuing a duplicate replacement
 certificate, the Undersigned agrees to fully
 indemnify and save harmless the Corporation for any
 claim of ownership by any asserted owner or holder of
 said original shares. 4.     Should said lost shares
 be located they shall promptly be returned and
 surrendered to the Corporation. 5. Upon demand by the
 Corporation, the Undersigned shall post sufficient
 surety bond in favor of the Corporation to indemnify
 the Corporation for any adverse claim thereto.

       Signed under seal this _____ day of
 _______________ , 19 __ .


                                  _____________________


 State of_________________________ County
 of___________________________ , 19 __ .

        Then personally appeared ___________________
 who acknowledged the foregoing, before me.

                                 ___________________
                                 Notary Public
                                 My Commission Expires:



  AFFIDAVIT


       BE IT KNOWN, that _________________________
 ___________________________________________ , the
 Undersigned, being of legal age does hereby depose and
 say under oath as follows (or as set forth on the
 signed addendum annexed and incorporated herein):





       Witness my hand under the penalties of perjury
 this ________ day of ___________________ , 19 __ .

 State of_________________________

 County of__________________________________ , 19__ .

       Then personally appeared ____________________
 ________________________________ , who acknowledged
 the foregoing, before me.


                                 ____________________
                                 Notary Public
                                 My Commission Expires:



  SPECIFIC POWER OF ATTORNEY

        BE IT ACKNOWLEDGED, that _______________ ,
 ______________________________________ , the
 undersigned, do hereby grant a limited and specific
 power of attorney to ____________________________ ,
 as my attorney-in-fact.
        Said attorney-in-fact shall have full power
 and authority to undertake and perform the following
 acts on my behalf: (Describe specific authority)


        The authority herein shall include such
 incidental acts as are reasonably required to carry
 out and perform the specific authorities granted
 herein.
        My attorney-in-fact agrees to accept this
 appointment subject to its terms, and agrees to act
 and perform in said fiduciary capacity consistent
 with my best interests as he in his discretion deems
 advisable.
        This power of attorney may be revoked by me at
 any time, and shall automatically be revoked upon my
 death, provided any person relying on this power of
 attorney shall have full rights to accept the
 authority of my attorney-in-fact until in receipt of
 actual notice of revocation.

        Signed under seal this _________ day of
 __________________ , 19 __ .

 State of_________________________

 County of________________________  , 19 __ .

        Then personally appeared_______________ , who
 acknowledged the foregoing, before me.



                                  ____________________
                                  Notary Public
                                  My Commission
 Expires:






  GENERAL POWER OF ATTORNEY

       BE IT ACKNOWLEDGED, that ____________________
 __________________________________ , the undersigned,
 do hereby grant a general power of attorney to
 ______________________________ , as my
 attorney-in-fact.
      My attorney-in-fact shall have full powers and
 authority to do and undertake all acts on my behalf
 that I could do personally including but not limited
 to the right to sell, buy, trade, lease, mortgage,
 assign, rent or dispose of any real or personal
 property; the right to execute, accept, undertake and
 perform all contracts in my name; the right to
 deposit, endorse, or withdraw funds to or from any of
 my bank accounts or safe deposit box; the right to
 borrow, lend, invest or reinvest funds; the right to
 initiate, defend, commence or settle legal actions on
 my behalf; the right to vote (in person or by proxy)
 any shares or beneficial interest in any entity, and
 the right to retain any accountant, attorney or other
 advisor deemed necessary to protect my interests
 relative to any foregoing unlimited power.
        My attorney-in-fact hereby accepts this
 appoinhnent subject to its terms and agrees to act and
 perform in said fiduciary capacity consistent with my
 best interests as he in his best discretion deems
 advisable.
       This power of attorney may be revoked by me at
 any time, and shall automatically be revoked upon my
 death, provided any person relying on this power of
 attorney shall have full rights to accept the
 authority of my attorney-in-fact until in receipt of
 actual notice of revocation.

       Signed under seal this _______ day of
 _________________ , 19 __ .



                            ________________________



 State of_________________________ County of
 __________________________________________ , 19 __.
        Then personally appeared___________________ ,
 who acknowledged the foregoing, before me.

                                  _____________________
                                  Notary Public
                                  My Commission
 Expires:



  POWER OF ATTORNEY TERMINATION


        Reference is made to a certain power of
 attorney granted by __________________________
 (Grantor) to _________________________________
 (Attorney-in-Fact), and dated, 19 __ .
        This document acknowledges that the Grantor
 hereby revokes, rescinds and terminates said
 power-of-attorney and all authority, rights and power
 thereto effective this date.

        Signed under seal this ________ day of
 ___________________ , 19 __ .

                                   ____________________
                                   Grantor

 Acknowledged:



 ________________
 Attorney-in Fact


 State of _______________ , 19 __ .

 County of _________________________
        Then personally appeared ______________________
 ___________, who acknowledged the foregoing, before
 me.


                                  _____________________
                                  Notary Public
                                  My Commission Expires
,


  INDIVIDUAL ACKNOWLEDGEMENT


 State of_________________________

 County of_________________________

       On the __________ day of _________________ , 19
 __ , before me personally came
 ____________________________________________ , to me
 known to be the individual described in and who
 executed the document annexed hereto and who executed
 same in my presence or acknowledged said signature as
 a true and free act and deed, before me.



                               ______________________
                               Notary Public
                               My Commission Expires :







  CORPORATE ACKNOWLEDGEMENT

 State of_________________________

 County of_________________________

       On the day of _____________________ , 19 __ ,
 before me personally came
 _________________________________ , who being by me
 duly sworn, did depose and say that he is the
 _____________________ of _____________________________
 , the corporation described in and which executed the
 annexed document; that he knows the seal of said
 corporation; that the seal affixed is such corporate
 seal; that it was so affixed by order of the Board of
 Directors of said corporation, and that he signed his
 name thereto by like order.

                               _______________________
                               Notary Pubic
                               My Commission Expires:



  RECEIPT IN FULL

       BE IT KNOWN, that the Undersigned hereby
 acknowledges receipt of the sum of $________________
 paid by ________________ which payment shall
 constitute full discharge and satisfaction of the
 below described obligation.











       Signed under seal this ______ day of
 ________________ , 19 __ .


                               ________________________


  RECEIPT ON ACCOUNT

                             Date:


       The Undersigned hereby acknowledges receipt of
 the sum of $ ___________________ from ________________
 this date by cash ____ check ____ ; said payment to be
 applied and credited to the below described account:





                              _________________________



  SIGHT DRAFT


                               Date:

 To: (Bank)



       Upon presentment, you are directed to pay to the
 order of _____________________________ the sum
 of_________________________
             ($          ) Dollars and debit my
 account.


                                  ____________________
                                  Account Name

                               By:____________________
                                  Authorized Signatory

                                  ____________________
                                  Account Number



  NOTICE OF DISHONORED CHECK

                               Date:

 To: (Customer)


       Payment on your check no. __________ in the
 amount of $ _____________ , tendered to us on
 ________________ ,19 __ has been refused by your bank.
 We have verified with your bank that there are still
 insufficient funds to pay the check.
       Accordingly, we request that you replace this
 check with a cash (or certified check) Payment.
       Unless we receive good funds for said amount
 within __________ days, or such further time as may be
 allowed pursuant to state law, we shall immediately
 commence appropriate legal action to protect our
 interests. Upon receipt of replacement funds we shall
 return to you the dishonored check.
                               Very truly,


                               ____________________




  DISHONORED CHECK PLACED
   FOR BANK COLLECTION

                               Date:

 To: (Depository Bank)


       We hereby enclose and place with you for
 collection and credit to our account the below
 described check previously returned to us due to
 insufficient/ uncollected funds:

             Maker:
             Date of Check:
             Amount:
             Drawee Bank:

       Please charge our account the customary service
 fee for handling this check on a collection basis.
       We would appreciate your notifying us when the
 check clears, or return of said check to us should the
 check remain unpaid beyond the collection period.

                               Very truly,


                               ____________________


  STOP-PAYMENT ORDER

                                Date:

 To: (Bank)


 Gentlemen:

       You are hereby directed to place a stop-payment
 order and refuse payment upon presentment of the
 following check:
       Name of Payee:
       Date of Check:
       Check Number:
       Amount:
       This stop payment order shall remain in effect
 until further written notice.
       Please advise if this check has been previously
 paid.

                             _________________________
                             Name of Account
                             _________________________
                             Account Number

                             By:______________________


 This form should be reissued after six months



  CANCELLATION OF STOP-PAYMENT ORDER

                                Date:

 To: (Bank)


       On ________________________ , 19 __ , we advised
 you to stop payment on the following check:

                    Check No:
                    Dated:
                    Amount:
                    Maker:
                    Payable to:
                    Account No:

       You may now honor said check upon presentment,
 as we cancel this previously issued stop-payment
 order.

                                _______________________
                                Account

                                _______________________
                                Account No.


                                By_____________________



  BULK SALES AFFIDAVIT

       I,____________________________________________,
 the undersigned, being _____________________________
 (title) of _________________________________________
 (Seller), and being of lawful age, being first duly
 sworn, on oath state: 1.     The undersigned executes
 this affidavit on behalf of the Seller under an
 intended bulk sale of inventory of a certain business
 known as ____________________________ , to
 ____________________ (Buyer). 2.     This affidavit
 is furnished pursuant to Article 6 of the Uniform
 Commercial Code, and is provided to the above named
 Buyer in connection with the sale described under
 said contract, and for purposes of providing
 creditors notice of said intended sale and transfer,
 pursuant to the Bulk Sales Act. 3.     That the
 following is a true, complete and accurate list of
 all the creditors of Seller, which to the knowledge
 of the undersigned, assert or claim to assert one or
 more claims against the Seller, together with the
 correct business address of each such creditor or
 claimant and the amounts due and owing or otherwise
 claimed to be due. (Attach list naming creditors,
 their address and claimed amount due) Signed under
 seal this ________ day of______________ , 19 __ .

                            ___________________________



 State of_________________________ County
 of_________________________

        Subscribed and sworn to before me this ________
 day of 19 __ .


                               ________________________
                               Notary Public




  BULK SALES NOTICE

                              Date:

 Notice to Creditors:

        Please take notice that_______________________
 , of ______________________________ , (Seller)
 intends to make a bulk sale or transfer of its goods
 to ______________________________ , (Buyer) whose
 address
 is___________________________________________________.
        To the knowledge of Buyer, the Seller has not
 done business under any other name during the past
 three years.
        To the knowledge of Buyer, all debts of the
 Seller shall be paid in full as they fall due as part
 of this bulk sale.
        Creditors are directed to send all bills and
 invoices to:
             ________________________________
                           Name

             ________________________________
                          Address

        The sale shall occur ten or more days from the
 date of receipt of this notice. This notice is
 provided in accordance with Article 6 (the Bulk Sales
 or Transfers Act, so-called), of the Uniform
 Commercial Code.

                                  Very truly,


                                  _____________________
                                  Buyer

 Use Registered Mail



  GENERAL RELEASE

       FOR GOOD CONSIDERATION, the undersigned hereby
 forever releases, discharges, acquits and forgives
 _____________________________________ , from any and
 all claims, actions, suits, demands, agreements,
 liabilities and proceedings both at law and in equity
 arising from the beginning of time to the date of
 these presence and more particularly related to:



       This release shall be binding upon and inure to
 the benefit of the parties, their successors, assigns
 and personal representatives.
        Signed under seal this ________ day of
 _______________ , 19 __ .

 In the presence of:

 _________________________    _________________________


  MUTUAL RELEASES



       FOR GOOD CONSIDERATION, and in consideration of
 the mutual releases herein entered into,
 ___________________________________________ , First
 Party, and__________________________________ , Second
 Party, do hereby mutually and reciprocally release,
 discharge, acquit and forgive each other from all
 claims, actions, suits, demands, agreements,
 liabilities and proceedings both at law and in equity
 that either party has or may have against the other,
 arising from the beginning of time to the date of
 these presence.
      This release shall be binding upon and inure to
 the benefit of the parties, their successors, assigns
 and personal representatives.

       Signed under seal this ______ day of
 ______________ , 19 __ .



 In the presence of:

 __________________________  __________________________

 __________________________  __________________________


  COVENANT NOT TO SUE


       FOR VALUE RECEIVED, the Undersigned being the
 holder of an actual, asserted or prospective claim
 against _______________ arising from (Describe
 obligation or claim):





 do hereby covenant that I/we shall not commence or
 maintain any suit thereon against said party whether
 at law or in equity provided nothing herein shall
 constitute a release of this or any other party
 thereto.
       This covenant shall be binding upon and shall
 inure to the benefit of the parties, their successors,
 assigns and personal representatives.

        Signed under seal this ______ day of
 _________________ , 19 __ .


 In the presence of:

 ___________________________   ________________________




  RELEASE OF MECHANICS LIENS



       FOR GOOD CONSIDERATION, the undersigned
 contractors or sub-contractors having furnished
 materials and/or labor for construction at the
 premises known as _____________________________ ,
 standing in the name of________________________ , do
 hereby release all liens, or rights to file liens
 against said property for material and/or services or
 labor provided to this date, with it acknowledged
 however, that this discharge shall not necessarily
 constitute a release or discharge of any sums now or
 hereinafter due for said material and/or services, if
 existing.
        This release shall be binding upon and inure to
 the benefit of the parties, their successors, assigns
 and personal representatives.

        Signed under seal this _______ day of
 ______________ , 19 __ .


 In the presence of:


 _________________________  By:________________________
                               Contractor/Subcontractor






  REVOCABLE PROXY

       BE IT KNOWN, that the undersigned, being the
 owner of _____ shares of voting common stock of
 ____________________________ (Corporation), do hereby
 grant to _________________________________ , a proxy
 to vote on behalf of the undersigned __________ shares
 of said stock at any future general or special meeting
 of the stockholders of the Corporation; and said
 proxy-holder is entitled to attend said meetings on my
 behalf or vote said shares through mail proxy, all to
 the same extent as if I voted said shares personally.
       During the pendency of this proxy, all rights to
 vote said shares shall be held by the proxy-holder and
 shall not be voted by the undersigned, provided the
 undersigned may revoke this proxy at any time, upon
 written notice of termination by certified mail,
 return receipt.
        The proxy-holder shall be entitled to
 reimbursement for reasonable expenses incurred
 hereunder, but otherwise shall not be entitled to
 compensation for the services to be rendered.
       This agreement shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.
        Signed under seal this _______ day of
 ____________ , 19 __ . State of
 _________________________ County of
 _________________________________, 19 __ .

     Then personally appeared _____________________ ,
 who acknowledged the foregoing, before me.


                                _______________________
                                Notary Public
                                My Commission Expires:



  PERMISSION TO USE QUOTE
   OR PERSONAL STATEMENT


       FOR GOOD CONSIDERATION, the undersigned
 irrevocably authorizes ______________________, and
 its successors and assigns the worldwide rights to
 use, publish or reprint in whole or in part the
 following statement, picture, endorsement, quotation
 or other material: (Describe or attach)



       This authorization shall extend only to a
 certain publication known as_____________________ ,
 including all new editions, reprints, excerpts,
 advertisements, publicity and promotions thereto of
 said work, and further including such publications as
 hold subsidiary rights thereto.
       The Undersigned acknowledges that the permission
 granted herein is non-revocable, and that no further
 payment is due therein.
     This agreement shall be binding upon and inure to
 the benefit of the parties, their successors, assigns
 and personal representatives.
       Signed under seal this ___ day of
 __________________ , 19 __ .


                                ______________________


  PERMISSION TO USE
   COPYRIGHTED MATERIAL


        FOR GOOD CONSIDERATION, and in consideration of
 the sum of $ _________________ to be paid herewith,
 the undersigned, as copyright holder, hereby grants
 permission to _________________________________ , to
 reprint, publish and use for world distribution the
 following material: (Describe or attach)


       This material shall be used only in the
 following manner or publication: (Define intended use)



       A credit line to acknowledge use of the material
 is __ is __ not (check one) required. If required, the
 credit line shall read as follows:

        This agreement shall be binding upon and inure
 to the benefit of the parties, their successors,
 assigns and personal representatives.
        Signed under seal this ___ day of
 __________________ , 19 __ . In the presence of:

 __________________________     _______________________


  ACKNOWLEDGEMENT OF UNSOLICITED IDEAS

 Dear

       We appreciate your interest in submitting for
 our consideration an idea or Proposal relative to:
 (Describe)



       Our company receives many commercial ideas,
 suggestions and proposals, and has many of its own
 projects under development or consideration.
 Therefore, it is possible the idea or proposal you
 plan to submit to us has been considered and/or may
 already be in the planning or development stages.
      Therefore,  we would be pleased to accept your
 idea or proposal for review, provided you acknowledge:
 1.    Samples or other submissions will be returned
 only if return postage or freight is prepaid. 2.
 The company accepts no responsibility for casualty or
 loss to samples or other submitted material in our
 possession. 3.    The company accepts no
 responsibility for holding any submitted information
 in confidence. 4.    The company shall pay
 compensation only in the event it, a) accepts the
 submitted idea, b) has received the idea only from
 you, and c) reaches agreement with you as to terms
 and conditions.
       If these terms are acceptable to you, please
 sign where indicated below and submit with your idea
 or proposal.
                          ___________________________

       The foregoing terms and conditions are
 understood and acknowledged this day of
 _______________ , 19 __ .

 In the presence of:


  _________________________     _______________________
                                Submitter



  OPTION TO BUY

       AGREEMENT by and between ______________________
 (Owner) and _________________________________ (Buyer).
 1.     Buyer hereby pays to Owner the sum of $
 ______________ in consideration for this option,
 which option payment shall __ shall __ not be
 credited to the purchase price if option exercised. 2.
     Buyer has the option and right to buy _______
 ____________________________________________________
 ____________________________________________________
 (property) during the option period for the full price
 of $ _____________ . 3.     This option will remain
 in effect until ___________________ , 19 __ , and
 thereupon expire unless sooner exercised. 4.     To
 exercise the option, Buyer must notify Owner of same
 by certified mail within the option period. 5.     If
 Buyer exercises the option, the Owner agrees to sign
 the attached and completed contract of sale, and
 consummate the sale on its terms. 6.     This option
 agreement shall be binding upon and inure to the
 benefit of the parties, their successors, assigns and
 personal representatives.

         Signed under seal this ______ day of
 ________________ , 19 __ .


                                _______________________


                                _______________________




  GIFT ACKNOWLEDGEMENT



       BE IT ACKNOWLEDGED, that I/we ________________,
 hereby make a non-revocable gift of the below
 described property to _______________________________
 ,  and his or her successors and assigns forever.
       This gift shall not be considered an advance
 towards any testamentary gift or bequest I may make to
 the aforesaid ______________________________________ ,
 under any will.

       Signed and effective this _____ day of
 ________________ , 19 __ .


                               ________________________

 Property :


 ___________________________



  NAME REMOVAL REQUEST

                                Date:

 To: ____________________
     Direct Mail Firm

       Please be advised that I have received
 unsolicited mail from your firm, and I would
 appreciate your removing my name from your mailing
 list.
       My name and address appears as below (or as per
 mailing label attached).

          ________________________________
                        Name

          ________________________________
                     Street Address

          _________________________________
                      City, State

       Thank you for your attention to this request.

                                Very truly,


                                ___________________


  NOTICE OF DISPUTED
   ACCOUNT BALANCE

                                   Date:

 To:

        We are in receipt of your invoice or statement
 no. _________ , dated _____________________________ ,
 19 __ , in the amount of $ __________________ .    We
 dispute the balance claimed for the following
 reason(s):
         _____ Goods billed for have not been received.
         _____ Prices are in excess of agreed amount.
               Credit of $ _____________ claimed.
         _____ Prior payment made in the amount of
               $__________ on ______________ ,
               19 __ , not credited.
         _____ Goods were unordered, and are available
               for return.
         _____ Goods were defective as per prior
 notice.
         _____ Goods are available for return as per
 our
               rights of return and credit.
         _____ Other: (Describe)

        Please adjust our account in the amount of $
 ______________ .
       See reverse side for any additional information
 or explanation.
                                    Very truly,


                                    ___________________






  PAYMENT ON SPECIFIC ACCOUNTS

                               Date:

 To:



       We enclose our check no. ______ in the amount of
 $ _________ to be credited to the following charges or
 invoices only:

       Invoice/Debt                          Amount
       ____________                        $________
       ____________                        $________
       ____________                        $________
       ____________                        $________
       ____________                        $________

       You understand that payment herein shall be
 applied only to the specific items listed and shall
 not be applied, in whole or in part, to any other
 obligation.
                               Very truly,


                               ______________________





  CERTIFICATE OF CORPORATE RESOLUTION

                   (Corporation)

        I, ____________________________________ ,
 Secretary of__________________________________ ,
 (Corporation) do hereby certify that at a duly
 constituted meeting of the Directors and/or
 Stockholders of the Corporation held at the office of
 the Corporation on _________ , 19__ , it was upon
 motion duly made and seconded, that it be VOTED:
 (Describe approved corporate action)


        It was upon further motion made and seconded
 that it be _________ VOTED: That __________________
 (individual) as (officership) of the Corporation be
 empowered, authorized and directed to execute, deliver
 and accept any and all documents and undertake all
 acts reasonably required or incidental to accomplish
 the foregoing vote, all on such terms and conditions
 as he in his discretion deems to be in the best
 interests of the Corporation.
        I further certify that the foregoing votes are
 in full force without rescission, modification or
 amendment.
        Signed under seal this ________ day of
 _________________ , 19 __ .


  A True Record  Attest


                                  _____________________
                                  Secretary/Clerk



 (Corporate Seal)