NOTICE TO PRIOR SECURED PARTY
                 OF PURCHASE MONEY SECURITY INTEREST






                                   Date: _






To: _ [Prior Secured Parties]






     This is to notify you that the undersigned has or expects
to acquire a purchase money security interest in and to the
following described collateral: [Describe]


_


          Said collateral shall be sold to:




               ______________________________________
                             Name




               ______________________________________
                           Address




               ______________________________________ [Debtor].


    Insofar as you have an existing security interest on record as against the same type collateral, this notice shall inform you of our priority claim to the property being sold.




                                   Very truly,








______________________________