Agreement made of........, between

.........and........., hereinafter called the "Factors," and......., hereinafter called the "Customer," Witnesseth:

Whereas, the Customer is engaged in the business of buying, selling and dealing in........, and has requested the

Factors to act as the Customer's Factors and commission merchants on the terms hereinafter set forth, and the Factors have consented to do so.

Now, therefore, in consideration of the premises, and of the mutual covenants hereinafter contained, the parties hereto hereby agree as follows:

1. The Customer hereby appoints the Factors the sole factors and commission merchants of the Customer. The Customer agrees that its business shall be conducted solely upon the premises now occupied by it at....................

or at such other place or places as may from time to time be mutually agreed upon. Said premises shall be deemed to be the premises of both the Customer and of the Factors and shall be under the control and supervision of the Factors. A sign shall be placed and maintained at all times during the term of this agreement conspicuously at the entrance to said premises, on which the following shall be printed in legible English:

..................... The rent and all other expenses of maintaining said premises shall be paid by the Customer.

2. The Customer agrees to consign to the Factors at the aforesaid premises, free of all charges, all merchandise now owned, or hereafter manufactured, purchased or otherwise acquired by the Customer during the term of this agreement. Said merchandise shall remain upon said premises until sold, as hereinafter set forth, and shall be deemed to be in the possession of the Factors, and the Factors shall have, and are hereby granted a general lien thereon and on the proceeds thereof when sold, as security for all advances, commissions, interest, expenses, outlays and other charges provided for herein.

3. All merchandise shall be sold by the Customer but under the supervision of the Factors in all respects and only upon first obtaining the consent and approval of the Factors to each and every sale thereof, and the Factors may withhold their consent for any cause they deem proper or without cause. The Factors agree to investigate the financial responsibility of persons, firms and corporations to whom the Customer contemplates selling merchandise and to furnish information and advice to the Customer, at the Customer's request, concerning the credit and financial responsibility of such persons, firms and corporations. The cost of employing clerks to investigate credits shall be borne by the Factors.

4. Immediately upon the sale and delivery of any merchandise by the Customer the account receivable resulting from such sale shall be deemed to be assigned to the Factors without further act, but the Customer shall, nevertheless, execute and deliver a further assignment thereof to the Factors in form approved by the Factors. The Customer shall deliver to the purchaser of such merchandise together with the merchandise an invoice in form approved by the Factors stating that the account receivable resulting from the sale of such merchandise has been assigned to and is payable to the Factors and all bills and statements sent to the purchaser of such merchandise shall contain a statement to the same effect.

5. The Factors agree to advance to the Customer such sums of money as the Customer may from time to time request, provided that the aggregate of all outstanding advances and other debits herein provided for does not exceed........per cent, of the inventory value (as hereinafter defined) of merchandise of the Customer then at the premises hereinbefore mentioned and subject to the lien of the Factors, plus........

per cent. of the net face value of accounts receivable approved by and assigned to the Factors and then outstanding, and provided also that the aggregate of such advances and other debits secured by merchandise does not exceed the sum of $.................... and that the aggregate of such advances secured both by merchandise and by accounts receivable shall not exceed $..................... The inventory value of said merchandise shall be the net cost thereof to the Customer, except that on the first days of......___and... .of each year an inventory shall be taken of all merchandise of the Customer, in the taking of which inventory the Factors may participate if they so desire, and at each and every inventory ........per cent. of the original net cost price of said merchandise shall be written off the inventory value thereof.

6. The sums received in payment for merchandise shall belong solely to the Factors, and if the Customer receives payment of same it shall hold the identical checks, money or other form of payment received in trust for the Factors and forthwith deliver the same to the Factors. The Factors are hereby authorized to endorse the Customer's name on any checks or other negotiable instruments they may receive which are payable to the Customer. Upon receiving payment of any accounts receivable the Factors shall credit the Customer's account with the amount of the payment so received, which amount shall be credited to the Customer as of ten days after receipt of such payment, said ten days being added to cover delays in the collection of checks. The Factors do not in any event guarantee the payment or collectibility of any accounts receivable, and if any account receivable is not paid when same becomes due or if the debtor owing such account becomes insolvent or makes an assignment for the benefit of creditors or if a petition in bankruptcy is filed by or against such debtor, the face amount of such account receivable, together with interest thereon, shall forthwith be paid to the Factors by the Customer. Upon receipt of such payment from the Customer, the Factors shall reassign said account receivable to the Customer, but until such payment by the Customer said account receivable shall be retained by the Factors and the Factors shall have the right to bring suit thereon, either in their name or in the name of the Customer, or take such other steps for the collection thereof as they may deem proper and may settle same for such amount and upon such terms as they deem advisable, whether such account receivable is disputed or undisputed, and the cost of bringing suit or taking other steps for the collection of such account, including attorneys' fees, shall be charged to the Customer. The Factors agree to use their best efforts to collect such accounts and also agree to use their best efforts, if requested by the Customer, to collect accounts reassigned to the