NOTICE OF CREDITORS-PARTIAL PAYMENT

                                        Date:

        To:



                1.  On _________,20__, a bulk transfer of the goods 
        of _______________,of _________________, will be made to 
        _____________, of ____________________.

                2.  To the knowledge of the transferor, it has not done 
        business under any other name during the last three years.

                3.  The debts of the transferor may not be paid in full 
        as they fall due as a part of this bulk transfer.

                4.  The goods to be transferred in bulk consist of 
        ________________ and are presently located at ________________.

                5.  The estimated total of the debts of transferor, is 
        $__________.

                6.  The schedule of the transferor's property and the 
        list of his creditors as required by the Uniform Commercial Code 
        in connection with this bulk transfer may be inspected at 
        _________________.

                7.  The bulk transfer contemplated is required to pay 
        existing debts.  The existing debts of transferor total and 
        consist of the following:


                Name of Creditor                   Amount

        1.  _____________________                  __________________

        2.  _____________________                  __________________

        3.  _____________________                  __________________

                8.  The bulk transfer contemplated is made for a new 
        consideration.  ______________________ of _______________ to be 
        paid on _______________, at ____________, at _______________.

                9.  Creditors are directed to send all bills and claims 
        to the following: 
        _______________________________________________________________


                                        _______________________________
                                        (Signature)



                                                        Form 339