tors may at any time deem advisable for their protection or for the proper carrying out of the purposes of this contract, and to pay to the Factors any and all sums the Factors may expend including attorneys' fees, in protecting their rights under this contract.

(k) Not to permit any person whom the Factors deem objectionable to come or remain on the permises occupied by the Customer.

12. Advances heretofore made by the Factors to the Customer for which the Customer gave its note to the Factors and also advances heretofore made to the Customer by.....

the claim for which advances have been assigned to the Factors herein, shall be deemed to have been made by the Factors to the Customer pursuant to the provisions of this agreement and shall in all respects be governed by the provisions of this agreement, and the merchandise, possession of which and a factor's lien on which has been transferred by said Executors to the Factors herein, shall continue to be held by the Factors herein, pursuant to the provisions of this agreement, as if the same had been consigned directly to the Factors herein, and said merchandise and the proceeds thereof shall be subject to the lien of the Factors herein provided for. In all other respects, the contract between the Customer herein and said which contract was assigned to the Factors herein, is hereby terminated as of except that the lien granted in and by said contract and all other rights granted to the Factors in and by said contract for the protection, security or enforcement of the Factors' right to recover advances, commissions, interest and other charges and expenses are hereby expressly preserved, and all rights of...... .against the Customer arising out of the return of merchandise heretofore sold or the nonpayment of accounts receivable now outstanding, are hereby expressly reserved.

.dated..

13. This agreement shall commence as of.

.and

all business done between the parties hereto on and since such date shall be deemed to have been done under and pursuant to the terms hereof. The term of this agreement shall be for a period of one year from... and thereafter from

year to year subject to termination at the expiration of the original term of one year or of any succeeding term of one year by not less than ninety days' written notice to that effect given by either party to the other. However, if at any time the Customer becomes insolvent or makes an assignment for the benefit of creditors or if a petition in bankruptcy is filed by or against the Customer or if a receiver of its property is appointed, or if a judgment is docketed against the Customer and is not paid or vacated or discharged of record or bonded within five days of the docketing of the same, or if the Customer shall apply to its creditors generally for an extension of time of payment, or if the Customer shall breach any of the terms of this agreement, or in the event of the dissolution of the Customer, then, and in any of such events, the Factors may at their option terminate this agreement by giving written notice of the exercise of such option.

In the event of the passage of any law of the Federal Government or of any State or local Government in any way affecting this agreement or the provisions hereof, or the rights of the parties hereunder, the Factors may at their option at any time thereafter, terminate this contract upon giving ten days' written notice to the Customer of their intention to do so.

14. Immediately upon the termination of this agreement in any manner hereinbefore specified the Factors shall have the immediate right to the possession of all merchandise of the Customer and the Customer agrees forthwith to deliver same to the Factors and the Factors may enter upon any premises where any of such merchandise is kept and remove same by force or otherwise, with or without legal proceedings, without being liable to any prosecution therefor. Upon the termination of this agreement in any manner hereinbefore specified, all sums theretofore advanced by the Factors and all commissions, interest, charges and expenses shall immediately become due and payable and the Customer agrees forwith to pay to the Factors the amount of the debit balance against the Customer, if any, ascertained as provided in paragraph "8" hereof, and in addition shall pay to the Factors a transfer commission of . per cent. of the purchase price of the merchandise contracted for in all unfilled contracts or orders of the Customer

and also...... per cent. of the original cost of all merchandise then in the possession of the Factors not included in said contracts and orders. Upon receiving payment of said debit balance and transfer commission, and upon being adequately secured against any and all debits which might thereafter be chargeable to the Customer, the Factors shall re-deliver all of said merchandise to the Customer, free of their lien thereon. If the Customer shall fail to pay such debit balance and transfer commission within ten days of the termination of this agreement, the Factors may, in addition to other rights they may have by law or by this agreement, proceed to sell any or all of the merchandise of the Customer at either private or public sale or sales, with or without notice to the Customer, and if sold at public sale, the Factors may themselves become the purchasers thereof, and the proceeds of such sale or sales shall be applied by the Factors to the expenses of such sale or sales and such other expenses, including attorneys' fees, as they may be put to in connection with the same, and to the amount of the aforesaid debit balance and transfer commission, and the surplus, if any, shall be paid to the Customer, and if there shall be any deficiency, the Customer shall pay the same forthwith to the Factors. The Factors, however, shall be under no obligation to sell said merchandise, but may proceed directly against the Customer to recover the full amount of said debit balance and transfer commission.

15. Any notice provided for herein shall be sufficiently given if sent by registered mail to the principal place of business of the respective parties hereto within the State of New York.

16. This agreement may be assigned by either of the Factors to the other, or by the Factors to any partnership in which either of the Factors is a member, or to a corporation in which either of the Factors alone or both together own a majority of the voting stock; but except as thus provided neither party hereto shall assign this contract without the written consent of the other.

17. The construction and performance of this agreement shall be governed by the law of the State of

Factor's Agreement Another Form-Principal Engaged in Selling Merchandise both on its Own Account and as Agent

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 liens 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 agree