PAYMENT AGREEMENT

XYZ SUPPLY, INC. ("XYZ"), in consideration of the following Payment Agreement with homeowner _______________________________ ("OWNER") and with _________________________("GENERAL CONTRACTOR"), has agreed to supply construction materials to the residence located at _________________("THE RESIDENCE")

IT IS HEREBY AGREED that

1. GENERAL CONTRACTOR authorizes OWNER to deduct all payments to XYZ from the contract between GENERAL CONTRACTOR and OWNER.

2. Payment shall be issued by OWNER directly to XYZ in an amount not to exceed ___________________ Dollars, and OWNER expressly agrees to be personally and unconditionally responsible to XYZ for materials purchases up to this maximum.

3. Payment is due within ______ days of delivery to THE RESIDENCE.

4. Payment to XYZ is contingent only upon delivery in an acceptable condition to THE RESIDENCE or where designated by OWNER or GENERAL CONTRACTOR.

5. Service charges will accrue on amounts unpaid after ______days at a rate of ___% per month, or_____% per annum.

6. If a dispute or any other event occurs to prevent the GENERAL CONTRACTOR from earning or obtaining payment, including any act of insolvency, execution or levy by governmental agency or private creditor, OWNER agrees to remit payment to XYZ for all unpaid amounts for materials within___days of notice and receipt of invoices.

The above agreement is provided to XYZ in consideration for the supply of construction materials. OWNER understands and agrees that it is primarily responsible for the material purchased under this Agreement from XYZ.

Agreed and accepted this______________day of ___________2001

________________ __________________

OWNER GENERAL CONTRACTOR

(Witness or Notary)

__________________