The undersigned a creditor of__________________________         
        (Company) hereby agrees to compromise the indebtedness due the 
        undersigned creditor on the following terms and conditions: 

               1.  The Company and the undersigned agree that the present 
        debt due is $ ___________.  

               2.  The parties agree that the undersigned shall accept 
        the sum of $_____________ as full payment on said debt and in 
        complete discharge of all monies due, provided the sum herein 
        shall be promptly paid in the following manner: 

               3.  In the event the Company fails to promptly pay the 
        compromised amount, the undersigned creditor shall have the 
        right to prosecute its claim for the total debt due under 
        Paragraph 1 less any payments made.  

               4.  This Agreement shall be binding upon and inure to the 
        benefit of the parties, their successors and assigns.

               Signed and sealed this____day of _____, 19__.



                                                   Form 116


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