Agreement made this..........day of.............., by and between............, copartners doing business under the firm name and style of............, hereinafter called the

"Factors," and............, hereinafter called the "Principal."

Whereas the Principal is engaged in the business of selling both on its own account and as selling agent for others; and

Whereas it is the desire of the parties hereto that the Factors shall act as factors in connection with the entire business of the Principal.

Now This Agreement Witnesseth

1. The Principal hereby appoints the Factors its sole and exclusive factors for the term of this agreement and Covenants that during said term it will transact no business excepting under and by virtue of the terms of this agreement, that it will consign to the Factors hereunder all merchandise which it may trade in for its own account during the term of this agreement and that it will not act as selling agent for any other person, firm or corporation during the term of this agreement, excepting such persons, firms or corporations as shall be approved by the Factors and who shall enter into written agreement with the Factors, constituting the Factors sole factors.

2. The Principal will consign to the Factors, during the continuance of this agreement, all merchandise manufactured or dealt in by the Principal for its own account and deliver the same, free of all hens and charges, at the Factors' place of business at..............., and such merchandise shall be and become pledged to the Factors and shall remain in their possession, custody and control until sold and delivered to customers on sales approved by the Factors or until released from pledge as herein provided. The Factors shall permit the Principal and its agents and servants to have access to the said merchandise for the purpose of offering the same for sale subject to the terms of this agreement, and the Factors shall not be responsible for any loss, damage, destruction, theft or shortage of said merchandise excepting such damage as shall arise from the act or omission of the Factors, their agents or servants. The Factors will permit the Principal, during the term of this agreement, to have such occupancy of said premises as shall be necessary for the purpose of exhibiting and negotiating the sale of the merchandise subject to the provisions of this agreement. This permission shall not be deemed to be a lease and the said premises shall at all times be in the complete custody, possession and control of the Factors, who shall have the right to place their own custodian in charge at all times. The Principal will indemnify the Factors against any loss or liability by reason of any loss, theft, damage or destruction of merchandise consigned to the Factors either by the Principal or by its principals, excepting such loss, theft, damage or destruction as may be occasioned by the act or omission of the Factors or their agents, servants or employees.

3. The Principal shall act as selling agent for............

and shall be bound by and comply with the provisions of the agreement between the Factors and............dated simultaneously herewith. The Principal shall keep separate and apart merchandise consigned to the Factors by............

and merchandise consigned to the Factors by any other person, firm or corporation for whom the Principal shall act as selling agent and merchandise consigned to the Factors by the Principal and shall do nothing to mingle the merchandise consigned by different consignors. The Factors will deliver to the Principal a copy of all account sales rendered by the Factors to any and all consignors for whom the Principal shall act as selling agent pursuant to the terms of this agreement at the same time that the account sales is sent by the Factors to said consignors.

4. The Principal shall be bound by and comply with any agreements hereafter made between the Factors and any other person, firm or corporation for whom the Principal shall act as selling agent pursuant to the terms of this agreement where such agreements have been approved in writing by the Principal, and the Principal hereby expressly approves the agreement between the Factors and the said...............dated simultaneously herewith.

5. As to the business of the parties in connection with merchandise manufactured by or dealt in by the Principal for its own account, the parties Mutually Covenant: a. No merchandise shall be sold without the express consent of the Factors, except as herein expressly provided. If, however, the Factors shall refuse to approve any sale, when requested so to do by the Principal, the Principal shall have the right to make such sale at such prices and upon such terms as it may fix, upon the express condition precedent that before making such sale it pay to the Factors in cash to the extent of the existing indebtedness to the Factors the value of the merchandise so to be sold, such value to be the same as that used as the basis in estimating the advances made by the Factors. Upon such sales so made without the approval of the Factors, the Principal will pay to the Factors a commission of......per cent. upon the net amount of such sales, deducting trade but not time discounts, and the Factors shall have no responsibility for the payment of the accounts receivable arising out of such sales and do not assume the del credere thereof. Immediately upon the sale of any merchandise the account receivable therefor shall become the Factors1 property and such accounts receivable are hereby assigned and transferred to the Factors. All merchandise sold shall be billed and invoiced upon forms of bill or invoice satisfactory to the Factors, and unless otherwise stated by them said bills and invoices shall read "Bought of..............." and shall bear the words "This bill is assigned and payable to........

........" (with their address) signed.................and such signature, whether printed, stamped or written, shall be deemed the valid signature of........................and the said endorsement on said bills shall operate as a valid confirmatory assignment thereof to the Factors by the Principal. The Principal will also execute any form of further assignment which the Factors may request.