BULK SALE'S AGREEMENT
                               Bulk Sales Contract


                l.  PARTIES.  This contract is made this __________,20___  
        between ___________________ of __________________, herein called 
        "Sellers," and ___________________, herein called "Buyer."

                2.  AGREEMENT TO SELL.  The Sellers shall sell to the 
        Buyer, and the Buyer shall buy from the Sellers, all of that 
        certain stock of goods, wares and merchandise belonging to the 
        Sellers, and now located in the storeroom at _______________, 
        together with all furniture and fixtures therein, belonging to 
        the Sellers.

                3.  STORE CLOSED FOR INVENTORY.  Upon the execution and 
        delivery of this contract, properly signed and executed, and 
        the payment of the earnest money hereinafter mentioned, the store 
        shall be closed temporarily, and an inventory taken immediately, 
        and delivered to the Buyer, at the invoice cost $______________, 
        without including transportation charges or expenses, deducting, 
        however, any depreciation on account of damages, wear and tear.

                4.  INVOICE VALUATION OR ARBITRATION.  The goods, wares 
        and merchandise and furniture and fixtures shall be inventoried 
        at ___________________.

                5.  TIME TO COMPLETE INVENTORY.  Ten days shall be 
        allowed to complete the inventories, upon which date all of the 
        property shall be thereupon delivered by the Sellers to the 
        Buyer.

                6.  DEPOIT IN ESCROW TO SECURE COMPLIANCE WITH BULK 
        SALES LAW.  The Buyer, in consideration of the premises, shall, 
        upon the execution of this contract, deposit in escrow in the 
        _____________ Bank, the sum of $___________ as earnest money to 
        bind the trade, the sum to be returned to the Buyer in case the 
        Sellers fail to make good title to the property, and upon the 
        consummation of the deal and the tender of the Sellers to the 
        Buyer of their certain bill of sale to the property, showing that 
        the Sellers have complied with all the requirements and 
        conditions of the Bulk Sales Law of ________________ and that 
        they will furnish to Buyer a full and complete list of all 
        creditors of the store, together with the amounts due the 
        creditors, that the creditors shall be immediately paid in full 
        such amounts as may be due them, and that the total amount shown 
        to be due by the Sellers shall be deposited in escrow in 
        _____________ Bank, until all creditors of the store shall give a 
        release of their claim against the store, or the individual 
        members thereof, the Buyer shall pay to the Sellers the total 
        amount of the invoice in cash and the payment shall be accepted 
        in full payment for the property.  

                7.  LIQUIDATED DAMAGES.  All the stipulations, agreements 
        and conditions contained in this contract are to apply to and to 
        bind the heirs, executors and administrators of the respective 
        parties hereto, and, in case of failure, the parties bind 
        themselves each to the other in the sum of $____________ Dollars, 
        as fixed and settled damages to be paid by the failing party.  



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                                                        Form 336