EXHIBIT 10.84
                                                                 
                             10
AUGUST PURCHASE AGREEMENT

     THIS AUGUST PURCHASE AGREEMENT (the "August Agreement") is
entered into as of this 12th day of August, 1996 by and among
SPECIALTY FOODS CORPORATION, a Delaware corporation ("SFC"),
STELLA FOODS, INC., a Delaware corporation ("Stella"), and ACADIA
PARTNERS, L.P.("Purchaser").

     WHEREAS, SFC and Stella are named insureds under certain
insurance policies described in Schedule 1 to this August
Agreement (the "Insurance Policies"), which provide property
damage and business interruption coverage to SFC and Stella,
including coverage with respect to Stella's Lena, Wisconsin
cheese production plant (the "Lena Facility"); and

     WHEREAS, on January 5, 1996, the Lena Facility was
substantially destroyed by fire; and

     WHEREAS, as of the date of this August Agreement SFC and
Stella had submitted claims for reimbursement for losses in
connection with the fire at the Lena Facility to insurance
companies under the Insurance Policies, a listing of which
partial claim settlement submissions are set forth on Schedule 2
to this August Agreement, which, as of the date hereof, totaled
in the aggregate $50,000,000; and

     WHEREAS, as of the date of this August Agreement SFC and
Stella had received from the insurance companies payments
relating to the submitted claims in the amount of $30,000,000 and
had established on the books of SFC (or Stella) a receivable in
the amount of $20,000,000 (the "Insurance Receivable"),
representing the difference between the amount of the claims
submitted and the amount collected as of such date; and


     WHEREAS, it would be beneficial to SFC and Stella, due to
timing differences between the date claims are submitted and the
date that claims are paid, if SFC and Stella could sell from time
to time, as the need arises, a portion, or portions, of the
Insurance Receivable so as to realize cash that could be used to
defray certain costs, including costs incurred in the rebuilding
of the Lena Facility;

     NOW, THEREFORE, subject to the terms and conditions set
forth herein, SFC and Stella desire to sell to Purchaser and
Purchaser desires to purchase from SFC and Stella that dollar
amount of the Insurance Receivable which is set forth opposite
Purchaser's name on Schedule 3 to this August Agreement (such
amount being hereinafter referred to as the " Purchased
Receivable") and to establish a mechanism whereby (i)  portions
of the Purchased Receivable can be repaid as proceeds are
collected, and (ii) additional portions of the Insurance
Receivable can be sold to Purchaser pursuant to the terms and
conditions of this August Agreement.

ARTICLE 1
PURCHASE AND SALE OF RECEIVABLE

     Section 1.01   Basic Transaction.  (a)  On and subject to
the terms established in this August Agreement, Purchaser hereby
purchases from SFC and Stella, and SFC and Stella hereby sell,
convey, assign, transfer and deliver to Purchaser, all of SFC's
and Stella's right, title and interest in and to the Purchased
Receivable, such conveyance to be evidenced by means of the
delivery from SFC and Stella to Purchaser of a General Assignment
and Bill of Sale in form and substance acceptable to counsel of
Purchaser.

     (b)  From time to time SFC and Stella may offer to sell, and
Purchaser may agree to purchase, additional portions of the
Insurance Receivable, on and subject to the terms established in
this August Agreement.  In such event such purchase and sale of
all of SFC's and Stella's right, title and interest in and to
such additional portion of the Insurance Receivable shall be
evidenced by means of delivery from SFC and Stella to Purchaser
of a General Assignment and Bill of Sale in form and substance
acceptable to counsel of Purchaser, and Schedule 3 to this August
Agreement (and, as a result, the definition of "Purchased
Receivable") shall be updated to reflect such change.

     Section 1.02   Consideration.  (a)  Simultaneously with the
execution and delivery of this August Agreement and with the
delivery of the General Assignment and Bill of Sale, Purchaser
shall pay to SFC and Stella $4,432,500 by wire transfer in
immediately available funds to the bank and account specified to
Purchaser by SFC and Stella.  This amount is calculated as
follows: 99.00% of the face amount of the Purchased Receivable
(such amount being hereinafter referred to as the "Purchase
Price"), further reduced by .50% of the face amount of the
Purchased Receivable (representing a non-refundable transaction
fee).

     (b)  Simultaneously with the execution and delivery of any
General Assignment and Bill of Sale and the revision of Schedule
3 to this August Agreement (and, as a result, the definition of
"Purchased Receivable") as contemplated by Section 1.01(b),
Purchaser shall pay to SFC and Stella by wire transfer in
immediately available funds to the bank and account specified to
Purchaser by SFC and Stella the Purchase Price for such Purchased
Receivable which shall equal 99% of the face amount of any such
Insurance Receivable being purchased, further reduced by .50% of
the face amount (representing a non-refundable transaction fee).

     Section 1.03   The Closing.  The Closing of the purchase and
sale of the Purchased Receivable shall take place on the date of
this August Agreement.


ARTICLE 2
WARRANTIES AND REPRESENTATIONS OF SFC AND STELLA

     SFC and Stella, jointly and severally, hereby represent and
warrant to Purchaser as of the date of this August Agreement and
on the date of any subsequent purchase and sale of any Insurance
Receivable (except to the extent a particular warranty and
representation is made as of a particular date) as follows:

     Section 2.01   Corporate Organization and Power.  Each of
SFC and Stella is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority to carry
on its business as now being conducted and to own and operate the
properties and assets now owned and being operated by it.  Each
is qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each
jurisdiction in which it owns or leases properties or conducts
any business so as to require such qualification, except such
jurisdictions where the failure to qualify will not have a
material adverse effect on the business, prospects or financial
condition of the business.

     Section 2.02   Authority; Authorization.  The execution,
delivery and performance by each of SFC and Stella of this August
Agreement has been duly authorized by SFC's and Stella's Boards
of Directors.  The performance of this August Agreement and the
other agreements contemplated hereby constitutes a valid and
binding obligation of SFC and Stella, to the extent each are
parties to such agreements, enforceable in accordance with their
terms.

     Section 2.03   No Violation.  The execution, delivery and
performance of this August Agreement and the other agreements
contemplated hereby by SFC and Stella, and the consummation of
the transactions contemplated hereby and thereby, do not and will
not (i) conflict with or result in any breach of any of, (ii)
constitute a default under, (iii) result in a violation of, (iv)
result in the creation of any lien, security interest, charge or
encumbrance under, (v) give any third party the right to
accelerate any obligation under the provisions of, or (vi)
require any authorization, consent, approval, exemption or other
action by any court, other governmental body, or other third
party under the provisions of, the charter or by-laws of SFC or
Stella or any indenture, mortgage, lease, loan agreement or other
agreement or instrument by which SFC or Stella is bound or to
which the Purchased Receivable is subject, or under any law,
statute, rule, regulation, judgment or decree to which SFC or
Stella is subject.

     Section 2.04   Creation of the Insurance Receivable.  The
Insurance Policies, as listed on Schedule 1 to this August
Agreement, represent policies that name SFC and Stella as named
insureds and which provide property damage and business
interruption coverage to SFC and Stella, including coverage with
respect to the Lena Facility.  SFC and Stella estimate that the
total amount of claims to be submitted under such policies in
connection with the fire at the Lena Facility will ultimately
exceed $55,000,000.  The claims for reimbursement pursuant to
such policies listed on Schedule 2 (as may be updated from time
to time by SFC and Stella) represent, in SFC's and Stella's good
faith belief, good and valid claims against the insurance
companies under the Insurance Policies, and each of the claims
has been submitted to the insurance companies in the amounts and
on the dates set forth on Schedule 2.  As of the date of this
August Agreement, SFC and Stella have (i) submitted claims in the
amount of $50,000,000; (ii) received from the insurance companies
payments relating to the claims in the amount of $30,000,000 and
(iii) established on the books of SFC (or Stella) a receivable in
the amount of $20,000,000.

     Section 2.05   Title to Receivable.  SFC and Stella are the
sole and exclusive legal and equitable owners of all right, title
and interest in and to, and SFC and Stella have good and
marketable title to, the Insurance Receivable and such receivable
is not subject to:

               (i)  any contract, lease, license or
                    restriction on disposition; or
               
               (ii) any mortgage, pledge, lien, charge or
                    encumbrance of any kind or character,
                    direct or indirect, whether accrued,
                    absolute, contingent or otherwise.

     Section 2.06   Collection.    The  Purchased Receivables
are, as of the date of this August Agreement, valid and
enforceable claims against the insurance companies whose names
are listed on Schedule 1 (subject to no defenses, offsets or
counterclaims) and the Purchased Receivables will be collectible
in full within 60 days of the date of this August Agreement.

ARTICLE 3
WARRANTIES AND REPRESENTATIONS OF PURCHASER

     Purchaser hereby represents and warrants to SFC and Stella
as of the date of this August Agreement and on the date of any
subsequent purchase and sale of any Insurance Receivable as
follows :

     Section 3.01   Corporate Organization and Power.  Purchaser
is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its corporation
and has the power and authority to carry on its business as now
being conducted and to own and operate the properties and assets
now owned and being operated by it.  Purchaser is qualified to do
business and is in good standing under the laws of each
jurisdiction in which it owns or leases properties or conducts
any business so as to require such qualification, except such
jurisdictions where the failure to qualify will not have a
material adverse effect on the business, prospects or financial
condition of the business.

     Section 3.02   Authority; Authorization.  The execution,
delivery and performance by Purchaser of this August Agreement
has been duly authorized by Purchaser's governing body.  The
performance of this August Agreement and the other agreements
contemplated hereby constitutes a valid and binding obligation of
Purchaser, enforceable in accordance with their terms.

     Section 3.03   No Violation.  The execution, delivery and
performance of this August Agreement and the other agreements
contemplated hereby by Purchaser, and the consummation of the
transactions contemplated hereby and thereby, do not and will not
(i) conflict with or result in any breach of any of, (ii)
constitute a default under, (iii) result in a violation of, (iv)
result in the creation of any lien, security interest, charge or
encumbrance under, (v) give any third party the right to
accelerate any obligation under the provisions of, or (vi)
require any authorization, consent, approval, exemption or other
action by any court, other governmental body, or other third
party under the provisions of, the charter or by-laws of
Purchaser or any indenture, mortgage, lease, loan agreement or
other agreement or instrument by which Purchaser is bound, or
under any law, statute, rule, regulation, judgment or decree to
which Purchaser is subject.

ARTICLE 4
COLLECTION/REDEMPTION PROVISIONS

     Section 4.01   Establishment of Agency Relationship for
Collection of the Purchased Receivable.

               (a)  Purchaser hereby appoints SFC to act as its
exclusive agent for the collection from the insurance companies
of the amounts due and owing with respect to the  Purchased
Receivable.  SFC and Stella agree to use all reasonable
commercial efforts to diligently pursue the collection of the
Purchased Receivable.  Purchaser agrees to cooperate fully with
SFC and Stella in their efforts to collect the  Purchased
Receivable.  Upon receipt of proceeds in connection with the
Insurance Receivable, subject to the provisions of Section
4.02(b), SFC is authorized and directed to retain such amounts in
a non-segregated account without restrictions on the interim use
thereof, until such time as the full amount of the  Purchased
Receivable has been collected, as determined by the procedures
set forth in Section 4.01(b).

               (b)  The parties acknowledge that, simultaneously
with the execution of this August Agreement, SFC and Stella are
entering into substantially similar agreements for the purchase
and sale of portions of the remaining uncollected balance of the
Insurance Receivable with other purchasers.  A complete listing
of all such agreements and the amount of the  Insurance
Receivable being purchased and sold pursuant to each agreement,
including this August Agreement, are set forth on Schedule 3.
Purchaser acknowledges the existence of the other agreements
listed on Schedule 3 and agrees with SFC and Stella, for the
benefit of SFC and Stella and for the benefit of the other
purchasers pursuant to the other agreements, that SFC and Stella
shall apply amounts received from the insurance companies on
account of the  Insurance Receivable to the  Purchased
Receivables on a proportional basis between each of the
purchasers, including the Purchaser, as their interests appear on
Schedule 3 until the full portion of the  Insurance Receivable
purchased and sold by means of the agreements listed on Schedule
3 is collected by SFC and Stella in their capacities as agents
for all of the purchasers, including Purchaser.  By way of
example, if the amount of all of the  Purchased Receivables
equals $1,000,000 and there are two purchasers, one who purchased
$600,000 and one who purchased $400,000, then all amounts
received on account of the Insurance Receivable will be applied
against the Purchased Receivables until a total of $1,000,000 has
been collected, and each portion of such amount shall be applied
60% to the first purchaser and 40% to the second purchaser.

     Section 4.02  Delivery of Proceeds.

               (a)  When the full amount of the Purchased
Receivable has been collected, as determined by the procedures
set forth in Section 4.01(b), SFC will promptly notify Purchaser,
and shall, on the fourth business day after the giving of such
notice (provided the purchase and sale has not be rescinded prior
to such date), transfer said amount to Purchaser by wire transfer
in immediately available funds to such bank and account as is
designated by Purchaser.

               (b)  Notwithstanding the provisions of Section
4.02(a), a purchaser, including Purchaser, may demand from time
to time in writing the delivery of any proceeds that have been
collected with respect to the Purchased Receivables.  If SFC
receives such a demand from a purchaser, including from
Purchaser, SFC shall, within two business days of the receipt of
such demand, circulate notice of such demand to all of the
purchasers, including Purchaser, together with a form of election
whereby all of the purchasers, including Purchaser (other than
the purchaser who submitted the original demand, or Purchaser if
Purchaser submitted the original demand), can elect to become a
party to such demand.  If all of the purchasers, including
Purchaser, become a party to such demand by 5:00 pm (New York
City time) on the second business day after the receipt of such
form of election, SFC will, on the first business day thereafter,
confirm to all of the purchasers, including Purchaser, the total
amount of proceeds demanded and the percentage of such amount
that will be transferred to each of the purchasers, including
Purchaser, it being agreed that any such delivery of proceeds
will be done on a proportional basis between each of the
purchasers and Purchaser, as their interests appear on Schedule
3.  On the fourth business day after the date the confirmation is
given (provided the purchase and sale of such portion of the
Purchased Receivable has not been rescinded prior to such date),
SFC shall transfer to Purchaser, by wire transfer in immediately
available funds to such bank and account as is designated by
Purchaser, the amount of proceeds set forth on the confirmation
notice opposite Purchaser's name.  If any of the purchasers,
including Purchaser, fail to affirmatively join in such demand by
the specified time, the demand shall be deemed to be null and
void and no proceeds will be distributed pursuant thereto.  There
shall be no limit as to the number or frequency a purchaser,
including Purchaser, may make demands pursuant to this Section
4.02(b).

     Section 4.03   Right of Rescission.  Purchaser may elect to
rescind the purchase and sale of the  Purchased Receivable by
giving notice of such decision to SFC or Stella (i) at any time
on or after the 45th day after the date of this August Agreement
and before the 90th day after the date of this August Agreement,
or (ii) at any time upon receipt of notice from SFC and Stella
that the Purchased Receivable has been collected in full, or
(iii) any time upon receipt of the confirmation notice
contemplated by Section 4.02(b).  On the second business day
following the giving of a rescission notice (the "Rescission
Closing Date"), Purchaser shall reconvey to SFC and Stella all of
its right, title and interest in and to the Purchased Receivable
that is the subject of such notice, free and clear of all liens
and encumbrances whatsoever by means of delivery of a General
Assignment and Bill of Sale in form and substance substantially
equivalent to the General Assignment and Bill of Sale attached
hereto as Attachment 1, together with such other documents,
including release documentation if Purchaser has created a
security interest in the  Purchased Receivable, as are reasonably
requested by SFC and Stella, and SFC and Stella shall refund to
Purchaser an amount equal to the sum of (i) the Purchase Price,
which was paid for the Purchased Receivable with respect to which
the election to rescind was given, plus (ii) such Purchase Price
multiplied by .10 multiplied by a fraction, the numerator of
which is the number of days from the date of this August
Agreement to the Rescission Closing Date, and the denominator of
which is 365.

ARTICLE 5
ADDITIONAL AGREEMENTS

     Section 5.01   Survival.  The representations, warranties,
covenants and agreements set forth in this August Agreement shall
survive the Closing and the consummation of the transactions
contemplated hereby.

     Section 5.02   Indemnification.

               (a)  SFC and Stella, jointly and severally, agree
to indemnify Purchaser and hold it harmless from and against any
loss, liability, damage or expense (including reasonable legal
expenses and costs) which Purchaser may suffer, sustain or become
subject to, as the result of a breach of any representation,
warranty, covenant or agreement by SFC or Stella contained in
this August Agreement.

               (b)  Purchaser agrees to indemnify SFC and Stella
and hold them harmless from and against any loss, liability,
damage or expense (including reasonable legal expenses and costs)
which SFC and Stella may suffer, sustain or become subject to, as
the result of a breach of any representation, warranty, covenant
or agreement by Purchaser contained in this August Agreement.

     Section 5.03   Expenses and Transfer Taxes.  Each party will
pay all of its expenses, including attorneys' fees, in connection
with the negotiation of this August Agreement, the consummation
of the transactions contemplated by this August Agreement, and
the performance of its obligations hereunder; provided that SFC
and Stella will pay the reasonable attorneys' fees of Purchaser,
not to exceed $5,000.00.

     Section 5.04   Third Party Beneficiaries.  This August
Agreement does not create any rights in parties who are not a
party to this August Agreement, except as set forth in Section
4.01(b) and 4.02(b).

ARTICLE 6
MISCELLANEOUS

     Section 6.01   Amendment and Waiver.

               (a)  This August Agreement may be amended, or any
provision of this August Agreement may be waived, provided that
any such amendment or waiver will be binding upon SFC and Stella
only if set forth in a writing executed by SFC and Stella, and
any such amendment or waiver will be binding upon Purchaser only
if set forth in a writing executed by Purchaser.

               (b)  No course of dealing between or among any
persons having any interest in this August Agreement will be
deemed effective to modify, amend or discharge any part of this
August Agreement or any rights or obligations of any person under
or by reason of this August Agreement.

     Section 6.02   Notices.  Except as otherwise expressly set
forth in this August Agreement, all notices, demands and other
communications to be given or delivered under or by reason of the
provisions of this August Agreement will be in writing and will
be deemed to have been given and to have been received when
delivered personally, or by documented overnight delivery
service, or sent by telecopy, telefax, or other electronic
transmission service, provided confirmation is electronically
confirmed.  Notices, demands and communications to SFC, Stella
and Purchaser will, unless another address is specified in
writing, be sent to the address indicated below:


        Notices to SFC and       Notices to Purchaser:
        Stella:                  
                                 Acadia Partners, L.P.
        Specialty Foods          c/o Oak Hill Partners
        Corporation              Park Avenue Tower
        9399 W. Higgins Rd.,     65 East 55th St., 32nd
        Suite 800                Flr.
        Rosemont, Illinois       New York, N.Y. 10022
        60018                    Attention: Anthony P.
        Attention:  General      Scotto
        Counsel                  Fax: 212/826-6245
        Fax:  847/685-1010
        

     Section 6.03   Assignment.  This August Agreement, and all
of the provisions hereof, will be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, except that neither this August Agreement, nor
any of the rights, interests or obligations hereunder, may be
assigned by any party without prior written consent of the other
parties.

     Section 6.04   Severability.  Whenever possible, each
provision of this August Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if
any provision of this August Agreement is held to be prohibited
by or invalid under applicable law, such provisions will be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the
remaining provision of this August Agreement.

     Section 6.05   No Strict Construction.  The language used in
this August Agreement will be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rule of
strict construction will be applied against any person.

     Section 6.06   Captions.  The captions used in this August
Agreement are for convenience of reference only and do not
constitute a part of this August Agreement and will not be deemed
to limit, characterize or in any way affect any provision of this
August Agreement, and all provisions of this August Agreement
will be enforced and construed as if no caption had been used in
this  August Agreement.

     Section 6.07   Complete Agreement.  This document and the
documents referred to herein contain the complete agreement
between the parties and supersede any prior understandings,
agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof in
any way; provided that the Agreement between the parties dated
May 21, 1996 shall remain in full force and effect in accordance
with its terms.

     Section 6.08   Governing Law/Jurisdiction.

               (a)  The substantive law (and not the law of
conflicts) of the State of New York will govern all questions
concerning the construction, validity and interpretation of this
August Agreement and the performance of the obligations imposed
by this August Agreement.

               (b)  The parties hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction
of the courts of the State of New York and of the United States
of America located in the City of New York for any actions, suits
or proceedings arising out of or relating to this August
Agreement and the transactions contemplated hereby (and agree not
to commence any action, suit or proceeding relating thereto
except in such courts), and further agree that service of any
process, summons, notice or document by U.S. registered mail to
the address set forth above shall be effective service of process
for any action, suit or proceeding brought by a party against a
party in any such court relating to this August Agreement or the
transaction contemplated hereby.  The parties hereby irrevocably
and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this August
Agreement or the transactions contemplated hereby, in the courts
of the State of New York or the United States of America located
in the City of New York, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such
court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.

     Section 6.09   Failure to Exercise Rights.   It is
understood and agreed that no failure or delay by Purchaser in
exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege under this August
Agreement.

     Section 6.10   Counterparts.  This August Agreement may be
executed in one or more counterparts (including by means of faxed
signature pages), any one of which need not contain the
signatures of more than one party, but all such counterparts
taken together will constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this
August Agreement on the day and year first above written.

                                   SPECIALTY FOODS CORPORATION


                                   By:  /s/ Robert L. Fishbune
                                   Name:     Robert L. Fishbune
                                   Title:    Vice President &
Chief Financial
Officer


                                   STELLA FOODS, INC.


                                   By:  /s/ John E. Kelly
                                   Name:     John E. Kelly
                                   Title:    Vice President &
General Counsel


                                   ACADIA PARTNERS, L.P.


                                   By:  /s/ Daniel L. Doctoroff
                                   Name:     Daniel L. Doctoroff
Title:     Vice President

           REVISED AND EFFECTIVE AS OF OCTOBER 7, 1996

                           Schedule 3
                      Listing of Agreements

                    Amount of Purchased           
     Purchaser          Receivable       Percentage Interest
                         (8/12/96)
                                                  
1.  Acadia              $4,500,000               45%
Partners, L.P.

                                                  
2.  Keystone, Inc.      $4,500,000               45%

                                                  
3.  Haas Wheat          $1,000,000               10%
Advisory
     Partners
Incorporated
                                         
Total                   $10,000,000             100%



                     Amount of October            
     Purchaser           Purchased       Percentage Interest
                        Receivable
                         (10/7/96)
                                                  
1.  Acadia              $4,275,000               45%
Partners, L.P.

                                                  
2.  Keystone, Inc.      $4,275,000               45%

                                                  
3.  Haas Wheat           $950,000                10%
Advisory
     Partners
Incorporated
                                         
Total                   $9,500,000              100%


  Specialty Foods   Stella Foods, Inc.    Acadia Partners,
    Corporation                                 L.P.
                                         
By: _/s/ John E.    By: _/s/ John E.     By: _/s/ Daniel L.
Kelly               Kelly                Doctoroff



Attachment 1

GENERAL ASSIGNMENT AND BILL OF SALE

     THIS GENERAL ASSIGNMENT AND BILL OF SALE dated as of the __
day of ________, 1996, is made and delivered pursuant to, and
subject to the terms of Section 4.03 of the Purchase Agreement
dated as of May __, 1996 (the "Agreement"), by and among
SPECIALTY FOODS CORPORATION, a Delaware corporation ("SFC"),
STELLA FOODS, INC., a Delaware corporation ("Stella" and with SFC
collectively referred to as "Sellers"), and __________________
("Purchaser").  The terms of the Agreement are incorporated
herein by reference, and capitalized terms not otherwise defined
in this General Assignment and Bill of Sale shall have the same
meanings as in the Agreement.

     KNOW ALL MEN BY THESE PRESENTS, that Purchaser does hereby
sell, convey, assign, transfer and deliver to Sellers, and their
successors and assigns, all of the Purchaser's right, title and
interest, free and clear of all liabilities, obligations, liens
and encumbrances in the Purchased Receivable.

     IN WITNESS WHEREOF, Purchaser, by its duly authorized
officers, has caused this General Assignment and Bill of Sale to
be duly executed as of the day and year first above written.


___________________________________


                                   By:  _______________________
                                   Name:
_______________________
                                   Title:
_______________________

Subscribed and sworn to before me
on this __ day of ________, 1996:

_________________________
Notary Public

(Seal)