AGREEMENT TO COMPROMISE DEBT

                      AGREEMENT TO COMPROMISE DEBT

     FOR VALUE RECEIVED, the undersigned being a creditor of _

[Company] hereby enters into an agreement to compromise and

reduce the indebtedness due the undersigned on the following

terms and conditions:

     1. The Company and the undersigned acknowledge that the

        present debt due is $_.

     2. The parties agree that the undersigned shall accept the

        sum of $_ as full and total payment on said debt and in

        complete discharge of all monies presently due,

        provided the sum herein shall be punctually paid in

        the manner following:

        _

     3. In the event the Company fails to punctually pay the

        reduced amount, the undersigned creditor shall have

        full rights to prosecute it claim for the total debt

        due under paragraph 1 [less payments made].

     4. This agreement shall be binding upon and inure to the

        benefit of the parties, their successors, assigns and

        personal representatives.

     Signed under seal this _ day of _, 19_.

_______________________________

                                              Creditor

_______________________________

                                              Company