SELLER'S AGREEMENT TO REPURCHASE



                Seller agrees that it will at any time upon receipt of a 
        written request from Buyer, repurchase any of the following 
        classes of goods sold by Seller to Buyer:   



        which are unused (except as they may be displayed for sale) and 
        in the original shipping containers, at a price equal to______    
        percent of the original invoice price less return freight and 
        shipping charges to Seller's warehouse at ____________________.

                The Buyer may, without notice to Seller, assign his right 
        require repurchase of all or any goods to any bank, finance 
        company or other financier to whom any security interest in the 
        goods, or any of them, may be granted, and in any such event, 
        Seller will not assert as against any such bank, finance company 
        or other secured party, any right of set-off, recoupment or 
        counterclaim which may now exist or hereafter arise under or by 
        virtue of any transaction between Seller and Buyer.

                Seller shall not be obligated to repurchase any goods 
        under this contract unless and until it shall have been furnished 
        assurances which are in its opinion adequate to insure that the 
        goods will be delivered to Seller free and clear of any and all 
        liens, encumbrances, security interests and other claims of third 
        parties to the goods.  



        Date:                                   _________________________



                                                        Form 325