CONSIGNMENT AGREEMENT

This Agreement made __________________________________ day of ______________________, _________________________ by and between  ______________________ (“Consignor’) and the undersigned. (“Consignee” ).

The parses hereby agree:

1.- The consignee shall hold and care for the goods delivered to at by Consignor and described in Exhibit 1 to this Agreement, receipt of which is hereby acknowledged. Title to the goods or to the proceeds from their sale shall remain the property of the Consignor al all Ames.

2.- The undersigned shall maintain and display the goods only at its place of business at  ______________________ for sale, at its cost and expense.

3.- The Consignees shall return all unsold goods to Consignor upon demand and pay for the cost of freight and handling.

4.- The undersigned shall insure the goods al full value at its own cost and expense.

5.- The undersigned shall use its best efforts to sell the goods at such prices as the Consignor may from time to time establish in writing.

6.- The undersigned shall not commingle the prooceeds of the sale of the goods with its funds and shall deliver the proceeds, less a comission of  _______% on the gross sales price less sales tax to the Consignor at _________________________ monthly tgether with an accounting of goods sold.

7.- The Consignor shall at its own cost and expense, keep the goods free and clear of all taxes, license fees, and encumbrances.

8.- The undersigned agrees to permit the Consignor to enter its premises at all reasonable times for the purpose of examining and inspecting the goods.

9.- ARBITRATION. Any controversy oar claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

Signed and sealed the parties this ____________________________ day of  ____________________,      ____________________________.         

_____________________                  ______________________

CONSIGNOR                                              CONSIGNEE

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