SALES REPRESENTATIVES AGREEMENT

      Agreement between_____________________________(Company)

and________________________________________(Sales Representative).

      Sales Representative agrees to:

 1.   Represent and sell the Company's_____________products/services in

      the geographic area of__________________________________________.

 2.   Accurately represent and state Company policies to all potential

      and present customers.

 3.   Promptly mail in all leads and orders to the Company.

 4.   Inform the sales manager of all problems concerning Company

      customers within the sales territory.

 5.   Inform the sales manager if the Sales Representative is representing,

      or plans to represent any other business firm.  In

      no event shall sales representative represent a competitive

      company or product line either within or outside the designated

      sales area.

 6.   Telephone the Company with reasonable frequency to discuss sales

      activity within the territory.

 7.   Provide company 30-days' motice should the Representative intend

      to terminate this agreement.

 8.   Return promptly all materials and samples provided by the Company

      to the Representative, if either party terminates this agreement.

      the Company Agrees to:

 1.   Pay the following commissions to the Sales Representative:

             (a)__________percent of all prepaid sales, except as

                stated in (4) below.

             (b)__________percent of all credit sales, except as

                stated in (4) below.

 2.   To negotiate in advance of sale the commissions percentage to be

      paid on all orders that the Company allows a quantity discount or

      other trade concession.

 3.   Commissions on refunds to customers or merchandise returned by

      the customer in which a commission has already been paid to the

      Representative shall be deducted from future commissions to be

      paid to the Representative by the Company.

 4.   Except by special arrangement, the following shall not be

      commissioned:

 5.   To provide the Sales Representative with reasonable quantities of

      business cards, brochures, catalogs, and any product smaples

      required for sales purposes.

 6.   To set minimum monthly quotas after consultation with the Sales

      Representative.

 7.   To grant Representative 30-days' notice should the Company wish

      to terminate this agreement.

 8.   To pay commissions to the Representative on sales from existing

      customers for a period of ____________(   ) months after this

      agreement is terminated by either party.

 9.   This constitutes the entire agreement.

10.   This agreement shall be binding upon the parties and their

      successors and assigns.

      Signed this____day of__________, 19____.

______________________________          ______________________________

Company                                                          Sales Representative