SELLER'S DEMAND FOR CONTROL OF LITIGATION




                                        Date:



        To:



                Pursuant to the provisions of law the undersigned hereby 
        agrees to bear all expenses of suit and satisfy any adverse 
        judgment which may be entered against you in case No._______ in 
        the _________________ wherein a claim has been asserted against 
        you by ______________ and the undersigned further demands that 
        you turn over control of the litigation to the undersigned, 
        including our right to make any settlement we deem appropriate.

                Please acknowledge your willingness to submit control of 
        the litigation to the undersigned by executing a copy hereof in 
        the space provided below and returning the same to the 
        undersigned.



                                        ____________________________



        ACCEPTED AND APPROVED THIS

        _________day of _________, 20__.


                                                        Form 328