SALES AGENCY AGREEMENT



                This Agreement is made this __________ day of 
        ___________, 20__ in ________________, __________________ by 
        _______________________["Principal"] and ________________ 
        ["Agency"]; 

                Whereas, the Principal is the owner and operator of a 
        business known as _____________________ which is engaged in the 
        business of _____________________________________________; 

                Whereas, the Principal desires to employ the Agent for, 
        and the Agent is willing to act for the Principal in, selling 
        ______________________________.  

                Now therefore in consideration of the mutual covenants 
        and promises contained herein, it is agreed as follows: 

                1.  The Principal shall employ the Agent as his 
        _____________________ [sole and exclusive] [non-exclusive] Agent 
        to solicit orders for the sale of _____________________, at the 
        price(s) and on such other terms and conditions established by 
        the Principal, in the following geographic area: 

                2.  The Agent hereby accepts such appointment and agrees 
        to devote his best efforts to solicit orders but shall have no 
        authority, right or power to accept any order, or to assume or 
        create any obligation on behalf of the Principal.  

                3.  The Agent shall not engage in the selling of 
        _____________________ for any competitor of the Principal.  

                4.  In full compensation of the services of the Agent, 
        the Principal shall pay the Agent ______ % of the sales price of 
        all sales of ___________________ by Agent during the term of this 
        agency.  Said commission shall be paid __________________.  

                5.  This Agency Agreement shall commence _____________, 
        20__ and terminate ________________, 20__ unless earlier 
        terminated by the Principal for just cause or by the mutual 
        agreement of the Principal and Agent.  

                6.  This Agency is personal and the Agent shall not sell, 
        assign, convey or otherwise transfer his rights hereunder.  


        Dated: 


        _____________________________   ____________________________ 



                                                        Form 606