FORM NO. 1202--PURCHASE MONEY SECURITY AGREEMENT.
Stevens-Ness Law Publishing Co.             (C) 1989
Portland, Oregon  97204                     ON

                        PURCHASE MONEY SECURITY AGREEMENT

                                                Dated ___________________, 19___

Customer(s)                             Creditor(s) 
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          (Hereinafter called buyer)                (Hereinafter called seller)

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(Buyer's  residence or other             (Seller's  place of business)
  address specified by him)   

     Section 1. The above  named  buyer  (and if more than one,  then all buyers
jointly  and  severally),   hereinafter  sometimes  called  the  debtor,  hereby
purchases  from the  above  named  seller,  and  seller  sells to the  buyer the
following described goods:


together with all accessories, additions, replacements, parts and accessions now
or hereafter affixed to or used in connection  therewith as well as the proceeds
thereof  (all  herein  collectively  called   "collateral"),   for  the  sum  of
$                 which buyer promises to pay to seller's order at the following
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times:  $                   on the signing  hereof  (receipt of which  hereby is
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acknowledged  by  seller)  and  the  balance,  including  interest,  in  monthly
installments  of  not  less  than   $                    each,  payable  on  the
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                  day of each  month  hereafter  beginning  with  the  month  of
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                     ,  19    ,  and continuing until said sum together with the
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interest next mentioned is fully paid; all unpaid  principal shall bear interest
at the rate of       % per annum from date hereof until paid;  interest  payable
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monthly, the same being included in the minimum monthly payments above required.


All or any part of said price may be paid in advance at any time. If any payment
is not paid  when  due and such  default  continues  for a period  of 10 days or
longer,  seller  shall be  entitled  to  collect,  and buyer  agrees to pay,  in
addition to the  foregoing,  seller's  collection  costs,  including  reasonable
attorney's fees. To secure buyer's  performance  hereof buyer grants to seller a
security interest in said collateral and in all thereof.

Section 2. The buyer hereby warrants and covenants that:
      2.1 The  collateral  is  primarily  for buyer's      personal,  family or
                                                      ----
household  purposes,       business or commercial  purposes (indicate which; see
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important notice below).
      2.2  At all times the collateral will be kept at

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       (No. and Street)         (City or Town)                      (County)
Oregon, and shall not be removed from said location, in whole or in part, until 
such time as seller's written consent thereto shall have been obtained.
      2.3 If the  collateral  is  bought  or  used  primarily  for  business  or
commercial  purposes,  the buyer's principal place of business in Oregon is that
shown at the beginning of this  agreement;  buyer also has places of business in
the following other Oregon counties:                                           ;
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if buyer has no place of business in Oregon but resides  therein,  the county in
which buyer resides is                      County in said state.
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      2.4 If buyer is a  corporation,  it was  organized  under  the laws of the
State of                      ,  its  principal  office and place of business is
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located at                                                     and its principal
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office and place of  business  in Oregon is  located  at the place  shown at the
beginning of this agreement.
     2.5 If the  collateral  is or is to  become  attached  to  real  estate,  a
description of the real estate is:


in                          County, Oregon, and buyer will on demand furnish the
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seller with  disclaimers or  subordination  agreements in form acceptable to the
seller,  signed  by all  persons  whose  interests  are or may be  prior  to the
seller's interest.

Section 3.  SPECIAL TERMS AND CONDITIONS:


     WITH  REFERENCE TO THE ABOVE  DESCRIBED  GOODS,  THERE ARE NO WARRANTIES OF
MERCHANTABILITY,  EXPRESS  OR  IMPLIED,  AND  NONE AS TO THEIR  FITNESS  FOR ANY
PURPOSE  EXCEPT AS MAY BE AGREED  UPON  BETWEEN THE PARTIES IN A WRITING OF EVEN
DATE.  THIS AGREEMENT IS SUBJECT TO THE  ADDITIONAL  PROVISIONS SET FORTH ON THE
REVERSE  HEREOF,  THE SAME BEING  INCORPORATED  HEREIN BY  REFERENCE.  THE BUYER
ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT.  
     IN WITNESS  WHEREOF,  the buyer and the seller have executed this agreement
in duplicate on the date first above mentioned.

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           (Seller)
By
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Address
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                                                  (Signature of Buyer)
IMPORTANT NOTICE: IF THE ABOVE GOODS ARE PRIMARILY FOR BUYER'S PERSONAL,  FAMILY
OR  HOUSEHOLD  PURPOSES,  AND  THE  SELLER  IS A  CREDITOR  AS  DEFINED  IN  THE
TRUTH-IN-LENDING  ACT AND  REGULATION  Z,  SELLER  MUST  COMPLY WITH THE ACT AND
REGULATION BY MAKING REQUIRED  DISCLOSURES;  FOR THIS PURPOSE,  USE STEVENS-NESS
FORM 1318 OR EQUIVALENT. IF COMPLIANCE IS NOT REQUIRED, DISREGARD THIS NOTICE.

NOTE: This form not suitable for use in retail  installment sales. The following
Stevens-Ness forms of such contracts are available: No. 1204 Motor Vehicles; No.
1205 Consumer  Goods;  No. 1227 Consumer Goods (short form);  No. 1210 Goods and
Services  Purchased  for Home  Improvements;  No. 1211  Services  Purchased  for
Personal, Family or Household Purposes.

<PAGE>

                              ADDITIONAL PROVISIONS            S-N FORM NO. 1202

Section 4.  The parties hereto agree:
      4.1 Title to the  collateral  is  retained by seller and shall not pass to
buyer until all sums herein agreed to be paid shall have been paid in cash;  any
equipment,  repairs or  accessories  placed upon or attached to said  collateral
shall become a component part thereof as soon as installed or attached and title
thereto shall be vested in seller forthwith and included under the terms of this
contract.
      4.2 Buyer  acknowledges  receipt and delivery of said  collateral  in good
condition  and accepts the same AS is; buyer agrees to permit  seller to examine
said  collateral at any time, to maintain the same in good condition and repair;
to house and protect the same  against the  elements;  not to permit the same to
become  subject to  attachment,  execution  or other  process;  not to create or
permit to be  created  any  lien,  security  interest  or  adverse  claim of any
character  against the same and not to sell,  transfer or assign  buyer's right,
title or  interest  in said  collateral  or this  contract  without  the written
consent of seller; to pay all taxes and assessments of every character levied or
assessed against said collateral, this contract and the indebtedness represented
hereby.
      4.3 If any motor vehicles are included in the above described  collateral,
the seller's  security  interest is to be noted on each certificate of title and
each of said certificates shall then be deposited with and kept by the seller.
      4.4 Any sums payable by buyer under the terms hereof which are not paid by
buyer but are paid by seller  shall bear  interest  at the  highest  lawful rate
until repaid and said sums with interest shall be added to the unpaid balance of
said price and be secured by this contract.
      4.5  At  all  times  said  collateral  is at  buyer's  risk;  should  said
collateral suffer any loss, damage or injury,  buyer agrees  notwithstanding  to
purchase and pay for the same in full, according to the terms hereof.
      4.6 Buyer agrees at all times to keep said collateral insured against loss
by fire, theft and other hazards as required by the seller, with loss payable to
the  parties  hereto as their  respective  interest  may appear;  all  insurance
policies shall be deposited with and held by the seller; buyer hereby authorizes
seller on buyer's behalf to accept payment of any return or unearned premium and
for any loss  sustained,  to endorse in buyer's  name,  deposit  and receive the
proceeds of any check or draft made payable to buyer in connection with any such
insurance;  if any insurance collected by seller exceeds the then unpaid balance
of this contract, the excess shall be paid forthwith to the buyer.
      4.7 Buyer agrees that seller's  acceptance of part or late payments  shall
not  constitute  or be  construed  as a waiver  of time as the  essence  of this
contract or of any subsequent defaults of buyer hereunder.
      4.8 Notices to buyer relative to this contract  shall be deemed  delivered
if mailed to buyer's address first  appearing on the reverse  hereof;  five days
from date of mailing shall be deemed a reasonable notice.
      4.9 Time is of the essence of this  contract and if buyer shall default in
the  performance  of any of the terms or conditions  hereof,  or in the payment,
when due, of any sum herein  required to be paid,  or if seller with  reasonable
cause deems the collateral in danger of loss,  misuse or  confiscation  or deems
seller's  position  insecure,  seller, as the secured party in this transaction,
shall have and may exercise  each and all of the  remedies  granted to seller by
the Uniform  Commercial Code of Oregon and, at seller's option,  may declare all
sums then  remaining  unpaid  immediately  due and  payable  and may require the
buyer, as the debtor herein,  to assemble the collateral and make some available
to the secured  party at a place to be  designated by the secured party which is
reasonably convenient to both parties. Should the holder hereof repossess any of
said  collateral  and should  buyer claim that any property not included in this
contract was contained in or attached to said collateral,  buyer shall so notify
the holder  hereof by  registered  mail  within 24 hours after  repossession  is
taken;  buyer's  failure so to do shall be a waiver of and bar to any subsequent
claim therefor.  In the event suit or action is instituted to collect any sum or
sums of money due hereunder or to replevy said collateral,  buyer agrees to pay,
in addition to the statutory costs and disbursement,  (1) plaintiff's reasonable
attorney's  fees to be fixed  by the  trial  court  and (2) on  appeal,  if any,
similar fees in the appellate court to be fixed by the appellate court.
      4.10 The buyer, who is the debtor herein,  agrees to join with the seller,
who is the secured party herein, in executing,  filing and doing whatever may be
necessary under applicable law to perfect and continue the seller's  interest in
said collateral, all at buyer's expense.
      4.11 In construing this contract,  the singular  includes the plural;  the
buyer is the debtor and the seller is the  secured  party  within the meaning of
Oregon's  Uniform  Commercial Code, and the buyer is the customer and the seller
is the creditor within the meaning of the Truth-in Lending Act and Regulation Z.
      IT IS FURTHER  UNDERSTOOD  AND AGREED  that seller may  transfer  seller's
interest in this contract,  in said  collateral and the unpaid balance hereof at
any time, in which event all of the terms herein set forth for seller's  benefit
shall inure to the benefit of seller's  assignee and that  generally  each right
herein  given to the seller  shall  accrue to and may be  exercised  by seller's
assignee  hereof.  If seller  assigns the contract,  seller shall not act as the
agent of seller's assignee for the collection of any of the installments of said
purchase  price or for any other purpose.  In the event of any such  assignment,
the buyer will not assert as a defense, counter-claim, set-off or otherwise, any
claim, known or unknown, which the buyer now has or claims against the seller.
      A carbon impression of any signature on any copy of this contract shall be
deemed, for all purposes, an original signature.
      All the terms and conditions herein contained shall apply and inure to and
bind  the  heirs,  executors,  administrators,  successors  and  assigns  of the
respective parties hereto,  subject,  however,  to the above restriction against
assignment hereof by the buyer.

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SELLER'S  ASSIGNMENT                            Date                    ,  19   
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FOR VALUE RECEIVED, the undersigned seller does hereby sell, assign and transfer
to                                            and  assigns  (hereinafter  called
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assignee), the foregoing sales contract, the property covered thereby and all of
seller's  right,  title and interest  therein and  authorizes  said  assignee to
endorse and collect any check or draft payable to the  undersigned in connection
with said contract.

                                WITHOUT RECOURSE

This assignment is made WITHOUT RECOURSE,  except as to the following warranties
to-wit:  That the said contract is a bona fide one; that said buyer was of legal
age and entirely  competent when said buyer executed the same; that the property
sold is accurately described therein; that said property has been delivered into
buyer's  possession;  that the  amount  stated  in said  contract  to have  been
received on the purchase price of said property was actually paid in cash and/or
by  merchandise  received  in trade at not more than its then cash  value;  that
seller has the full and complete title to said property  subject only to buyer's
rights  hereunder;  that the amount owing upon said  contract at the time of its
execution  is  correctly  stated  therein;  that buyer has no  counterclaims  or
set-offs against the same; that there were no representations or warranties made
to said  buyer not  contained  in said  contract.  Should  any of the  foregoing
warranties be false, then seller agrees to purchase on demand from said assignee
said contract for the amount of the then unpaid balance on said contract. Should
suit or action be  instituted on any of the above  warranties,  the losing party
shall pay (1) the prevailing party's reasonable  attorney's fees and other costs
fixed by said court and (2) on appeal,  if any,  similar  fees in the  appellate
court to be fixed by said court.

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                                               Seller
                                By 
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                                  WITH RECOURSE

The undersigned seller unconditionally  GUARANTEES the prompt payment, when due,
of all  amounts  to become  due by the  terms of said  contract  and the  prompt
payment of all costs (including reasonable attorney's fees both in the trial and
appellate courts as fixed by said courts  respectively),  incurred in collecting
or  attempting  to collect the moneys to become due thereon and in enforcing any
right  under said  contract  or under this  guaranty  and hereby  consents  that
extensions  of he time of payment may be granted to the buyer,  either before or
after maturity and that the said contract may be changed in any other particular
without  notice  and  without  in any  manner  releasing  the  undersigned  from
liability.  The  seller  agrees  that  seller's  obligation  hereunder  shall be
enforcible  even though the  assignee's  right to enforce the  contract,  or any
provision thereof, be suspended or impaired by any statute or otherwise.


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                                               Seller
                                By 
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         (SIGN UNDER APPLICABLE PROVISION AND CROSS OUT THE OTHER ONE.)