ESCROW AGREEMENT FOR BULK SALES


                                        Date:

        To:


        Gentlemen:

                Pursuant to the terms and provisions of that certain 
        agreement for the sale of the business of___________________
        _______________________ (hereinafter called the "Agreement") 
        between __________________(hereinafter called "Seller") and 
        ___________________(hereinafter called "Buyer"), a copy of which 
        Agreement is attached hereto and hereby made a part hereof, there 
        is deposited with you the following:  (Describe)



        (hereinafter called the "Fund").  The Fund is to be held and 
        administered by you, subject to the following terms and 
        conditions: (Describe)



                1.  The Fund shall be invested from time to time in an 
        interest bearing account.

                2.  If, prior to the termination time (as hereinafter 
        defined), Buyer shall notify you in writing of any breach of 
        warranty with respect to the indebtedness of Seller to its 
        creditors under the terms and provisions of the Agreement and 
        such notice shall specify the amount which Buyer shall claim is 
        due and owing to Buyer by virtue of such breach of claim of 
        breach, you shall, within ten days from and after the receipt of 
        such notice from Buyer, notify Seller in writing of such claim by 
        sending written notice thereof by registered mail, return receipt 
        requested, to Buyer at the following address: __________________
        ____________________________ and if Seller shall not have 
        delivered to you, prior to the close of business on the 15th day 
        from and after the date on which you shall have notified Seller 
        of the claim of Buyer, sufficient funds from Seller's own sources 
        other than the Fund to pay and discharge the amount of the claim 
        asserted by Buyer in consequence of a breach, or alleged breach, 
        of warranty by Seller under the Agreement with respect to the 
        indebtedness of Seller to its creditors under the Agreement, you 
        shall, out of the assets and monies held by you in the Fund, pay 
        to Buyer the amount claimed by Buyer in the notice which it shall 
        have first sent to you under the terms and provisions of this 
        paragraph.  

                3.  In lieu of delivering to you, from its own sources 
        other than the Fund, sufficient monies to pay and discharge any 
        claim asserted by Buyer in the manner provided in Paragraph No. 2 
        hereof, Seller may furnish to you, prior to the close of business 
        on the 15th day following the day on which you shall have mailed 
        notice to Seller of a claim asserted by Buyer under Paragraph No. 
        2 hereof, a written acknowledgment signed by Buyer that the 
        asserted claim has been discharged to the satisfaction of Buyer.

                4.  Not later than thirty days from and after the close 
        of business on the ___________day of __________, 20__ (which date 
        is referred to herein as the "termination time"), you shall 
        distribute to Buyer any and all monies and other assets then 
        remaining in the Fund.  Prior to such time you shall, however, 
        out of the Fund, deduct all of your reasonable fees and expenses 
        in administering the Fund.

                5.  You may resign by mailing written notice thereof to 
        Buyer at _____________ and to Seller at _________________.  In 
        the event of any such resignation, Buyer may appoint (by written 
        notice delivered to Seller at the above specified address) a 
        successor escrow which shall be a national bank doing business in 
        ___________________.  Any successor or successors shall have all 
        of the rights, obligations and immunities granted to you by the 
        terms and provisions hereof.

                6.  Nothing herein contained shall constitute a 
        limitation of any obligations of either Buyer or Seller under the 
        Agreement otherwise.

                7.  This instrument and all of the terms, provisions and 
        covenants herein set forth shall be binding upon Buyer and Seller 
        and their respective heirs, executors, administrators, successors 
        and assigns and shall inure to your benefit and to the benefit of 
        your successors and assigns.  No assignment by Seller of any 
        rights hereunder or of any rights in and to the Fund shall be 
        effective for any purpose and, notwithstanding any purported 
        assignment by Seller, you shall be fully entitled to disregard 
        any such purported assignment in administering the Fund and your 
        responsibilities hereunder.

                DATED this _____day of ________, 20__.
             

        ____________________________          __________________________



                We hereby acknowledge receipt of the following:
        _______________________________________________referred to in the 
        above and foregoing letter and agree to hold, administer and 
        distribute the same in accordance with all of the terms and 
        provisions thereof.  



                                        By______________________________

                                        ________________________________

                                                        Form 340