#3400
@001 State the name of the manufacturer of the goods:
@002 State the name of the person receiving the goods:
@340 Describe the goods:
#3401 Will the seller insure the goods:
#3402/#3403 The seller will receive:
A flat sum per good sold
A commission of the sales price
#if#3402
!341 State the flat fee per good sold:
#endif
#if#3403
!342 State the minimum sales price per unit:
@343 State the commission rate (in numerical form):
#endif
#3404
@344 State the number of days between accountings:
#3405 Will the funds from sales be required to be specially deposited
#3406 Is this agreement for sale or return?
#if#3406 
@355 State the number of days allowed for return:
#endif
#3407/#3408 Return freight will be paid by:
The manufacturer
The consignment merchant
#3410
#end control section
#3400
/* PARAGRAPH 3400: CONSIGNMENT AGREEMENT, HEADER */


                   CONSIGNMENT SALES AGREEMENT


@001, referred to as SELLER, and @002, referred to a CONSIGNMENT 
MERCHANT, agree:


@001 consigns to @002 the following goods:


@340


The title to the same shall remain at all times until a bona-fide 
sale in the owner of the consigned goods. OWNER may recall and 
take possession of the consigned property at any time.
#3401
/* PARAGRAPH 3401: INSURANCE */


At all times that CONSIGNMENT MERCHANT has goods owned by @001 in 
its possession, @002 shall, and at its expense, maintain multi-peril
inventory insurance in an amount equal to the value of the 
goods. with @001 named as a loss payee on a long form loss 
payable clause. Should CONSIGNMENT MERCHANT fail to maintain such 
coverage, @001 may obtain the same, and @002 shall upon 
presentation of an invoice therefor, pay for the same on sight. 
The maintenance of insurance is not dependent on sales. 
CONSIGNMENT MERCHANT shall maintain such insurance regardless of 
the number of sales.
#3402
/* PARAGRAPH 3402: FLAT SUM DUE PER SALE */


CONSIGNMENT MERCHANT shall pay to OWNER the following sums per 
unit of the consigned goods sold:


$ @341 (!341 Dollars)
#3403
/* PARAGRAPH 3403: COMMISSION */


CONSIGNMENT MERCHANT shall sell the goods consigned to it by 
SELLER at a price not below the following minimums, all sales 
being for cash or cash equivalents:


$ @342 (!342 Dollars)


As compensation for sales made, CONSIGNMENT MERCHANT shall 
receive a commission of @343% per sale.
#3404
/* PARAGRAPH 3404: PERIOD FOR SALE, ACCOUNTINGS */


CONSIGNMENT SELLER shall provide an accounting, under oath, or
otherwise verified, every @344 days to OWNER, each accounting
being accompanied by payment in full for all sums due. Should any
sums not be paid when due, then OWNER shall have the right, but 
not obligation, to repossess all merchandise of OWNER's in
CONSIGNMENT SELLERS possession. All sums due, but unpaid, shall
bear interest at the highest legal rate applicable.


CONSIGNMENT SELLER shall permit an audit by representatives of
@001 of all of its books and records, together with a physical
inspection of the premises and inventory of goods at such times
as OWNER may desire.


CONSIGNMENT seller herewith grants a lien to OWNER in the
proceeds of the sales of OWNER's goods.
#3405
/* PARAGRAPH 3405: TRUST */


The proceeds of the sale of the goods of owner shall be deposited 
in a special escrow account and shall not be commingled with the 
funds of @002, or the funds of others. @002 shall provide proof 
of compliance with this requirement by forwarding proof of said 
account's being opened, and shall also request that the banking 
institution provide to @001 a copy of each periodic bank 
statement directly. The funds received shall be deemed to be 
trust funds and shall be deemed to be held in trust and for the
sole benefit of @001. @002 is authorized, provided that all 
accountings are timely filed and all sales proceeds have been 
deposited to withdraw its commission from the account. However, 
should any instruments accepted by @002 not be honored, @002 
shall remain liable to repay the same.
#3406
/* PARAGRAPH 3406: SALE OR RETURN */


This agreement is for "sale or return." CONSIGNMENT SELLER shall 
have @355 days from the date of delivery of the consigned goods 
to either sell or pay for the goods, or return the same. Should 
CONSIGNMENT SELLER fail to pay or return the same within such 
time period, then the goods shall be deemed to be purchased by 
CONSIGNMENT SELLER, and shall be paid for within 30 days, net.
#3407
/* PARAGRAPH 3407: FREIGHT FOR RETURN, OWNER */


Freight for return shall be paid by OWNER. OWNER shall have the 
right to designate the carriers.
#3408
/* PARAGRAPH 3408.FRM: FREIGHT FOR RETURN: CONSIGNMENT SELLER */


Freight for return shall be paid by the CONSIGNMENT SELLER. OWNER 
shall have the right to designate the carriers. The same shall be 
shipped insured for the value of the goods.
#3410
/* Close -- Para 3410 */


Dated:


FOR @001:



_______________________________________________


FOR @002:



_______________________________________________