salesman or agent has violated such promise.... will immediately discharge him from........ employ, and that........ will not knowingly employ any salesman or agent who has been discharged from the employ of any other manufacturer of, or dealer in table, stair and shelf oil-cloths for such an offence.

Twenty-sixth. And the party of the first part further agrees that

. will employ no person or persons as agent or salesman who is interested in or connected with any concern engaged in the purchase and sale of oil-cloths, and that......will employ no agent in the place where......own store or factory is located, and that.... will not pay any agent a higher commission than three per cent on goods sold at the agent's place of business or residence, and not more than five per cent on goods sold elsewhere, such commission to cover all travelling and other expenses.

Twenty-seventh. That on or before the first day of June, 1887, the party of the first part will deposit with the party of the second part the sum of $......in cash or convertible securities satisfactory to the party of the second part, to be held by the party of the second part as security that the party of the first part will promptly pay to the party of the second part any sum or sums of money which may at any time become due or payable from......to the party of the second part under any of the provisions of this agreement.

Twenty-eighth. That if any such payment shall become due and remain unpaid for the period of one week, it shall be lawful for the party of the second part to take the amount thereof from any funds in its hands belonging to the party of the first part, or if such funds are insufficient, to sell at public or private sale, without demand of payment and without notice of the time and place of such sale, sufficient of the securities deposited with it by the party of the first part, and out of the proceeds of such sale to take and retain the amount of such payments, and it shall be the privilege of the party of the second part to be the purchaser at any such sale.

Twenty-ninth. That the party of the first part will, at the demand of the party of the second part, make good any deficiency which may arise in the cash or securities so deposited, whether such deficiency be caused by depreciation in market value or by deduction made in accordance with the preceding provisions.

Thirtieth. That if, at any time, the party of the first part,...... shall refuse to give the commissioner of the party of the second part access to......mercantile books, accounts, or papers, or

shall refuse to permit the examination of.......... employes, or shall refuse, when requested, to give accurate and full information touching any matter relating to the sale or delivery of...... goods, in any case where the said commissioner is authorized by this agreement to request such examination and information; or shall wilfully make and render to the party of the second part, or its commissioner, any false statement as to the amounts and kinds of goods sold and delivered by..........; the name of the purchaser to whom sales or deliveries were made or as to the prices, terms and conditions of........ sales, or shall wilfully, directly or indirectly perform any acts tending to nullify or evade this agreement, or any of its terms, the party of the first part will, on conviction thereof, in the manner prescribed by the by-laws of the party of the second part, forfeit and pay to the party of the second part, for each and every offence, the sum of $500, which sum is hereby fixed by the parties hereto as liquidated damages, and in case the party of the first part shall either.... ...or through. . . . . . employes directly or indirectly fail to maintain the prices, charges, terms and conditions required by this agreement, shall pay to the party of the second part $500, as liquidated damages for each and every offense, and in case the party of the first part shall sell to any one purchaser during any one season more than 500 pieces at lower prices, or on better terms than those permitted by this agreement, the party of the first part shall in addition pay to the party of the second part one dollar for each and every piece in excess of 500 so sold, which sums are hereby fixed by the parties hereto as liquidated damages, and the sum of $100 as liquidated damages for any failure to make the statement or reports required by this agreement within the time limited therefor.

Thirty-first. In consideration whereof, the party of the second part agrees to sell the party of the first part, at par,........ certificates of memberships, such certificates, however, to be always held subject to the conditions imposed by the by-laws of the party of the second part, and subject to redemption purchase and forfeiture in the manner prescribed by said by-laws.

Thirty-second. And the party of the second part further agrees that it will use all proper efforts to further the business interests of the party of the first part, and that it will offer suitable rewards to secure the conviction of any manufacturer who, having with the party of the second part an agreement similar to this, shall violate the same or any part thereof.

Thirty-third. It is mutually agreed between the parties hereto that the commissioner of the party of the second part shall decide any questions which may arise as to the meaning, construction, or interpretation of this agreement or any part thereof, and that his decision shall be final and conclusive upon both the parties hereto, both as to the questions of law and fact.

Thirty-fourth. It is further agreed between the parties hereto that if the party of the first part is accused of any violation of this agreement such accusation shall be referred to said commissioner, whose decision, subject only to the conditions imposed by the bylaws of the party of the second part, shall be final and conclusive upon both the parties hereto, both as to law and fact.

Thirty-fifth. Whenever the word "goods" occurs in this agreement, it shall be construed to mean and include only table, stair, shelf, and enameled oil-cloths.

Thirty-sixth. That as to making the reports, statements and payments required by this agreement, this agreement shall continue in force up to and including the fifteenth day of June, 1888, and as to other matters up to and including the thirty-first of May, 1888. In witness whereof, the party of the first part hath hereunto set....... and the party of the second part hath caused these presents to be signed by its president.

EXHIBIT 2

AMERICAN TOBACCO COMPANY 1

P. O. Box 2591.

New York, October 1, 1895.

Dear Sir.-We will be glad to consign to you for sale, on commission, our various brands of cigarettes, such cigarettes to be sent by us, and received, sold and accounted for by you, upon terms and conditions as follows, namely:

First. All cigarettes which we may send to you, you are to sell to the retail trade only for retail purposes; you are to sell none to other than retail dealers except by our written permission.

Second. You shall, at all times, sell our cigarettes at such prices only as we may fix in selling lists sent to you. You shall not sell, or dispose of, any cigarettes at lower prices than those so fixed.

1 Report and Proceedings of the Joint Committee of the Senate and Assembly appointed to investigate Trusts. N. Y. Senate Documents, No. 40, 1897. pp. 878-883.

Third. You are to guarantee all sales made by you. An extra compensation of 2 per cent. will be allowed, and can be deducted by you, on all advances made upon consignments which are remitted to us within ten days after the date of shipment to you.

Fourth. All cigarettes consigned to you are to remain our property until sold by you, subject only to your lien thereon for all advances which you have made under the terms of this agreement. Fifth. The cost of freight from our factories is to be paid by us, or, if paid by you, to be allowed to you by us on account.

Sixth. You are to guarantee us against loss by fire or otherwise of any cigarettes consigned to you, and you are to either return to us the cigarettes in good condition or the price of the same as fixed on our selling lists as above mentioned. You are also to pay all charges and other expenses of every nature connected with the storing, keeping and selling of cigarettes which we may consign to you, or for your account, after the delivery thereof by us to the common carrier, including all State, county and municipal taxes and license fees.

Seventh. If you do not discriminate against our cigarettes in favor of those of other manufacture, and if you do not sell, or dispose of, any of our cigarettes at less than the list price, and if, in all respects, you comply with the terms of this agreement, we will pay you a commission of two and one-half (2-1/2) per cent. on the amount realized by you from the sale of the cigarettes which we may consign to you.

Eighth. If, however, you handle cigarettes of our manufacture exclusively, and do not sell or distribute, or in any way aid in the sale, or distribution of, cigarettes of other manufacture, and if you, in all respects, fully comply with the terms and conditions of this agreement, we will pay you an additional commission of seven and one-half (7-12) per cent. on the amount realized by you from the sale of the cigarettes which we may consign to you.

Ninth. Settlements and payments of commissions are to be made as follows:

On April 1, 1896, or as soon thereafter as practicable on all cigarettes consigned by us to you from the date of your signing this contract to January 1, 1896, which have been sold by you and settled for prior to April 1, 1896.

On July 1, 1896, or as soon thereafter as practicable, on all cigarettes consigned by us to you during the three months ending April 1, 1896, which have been sold by you and settled for prior

to July 1, 1896, and so on, from quarter to quarter thereafter, in the same manner, for the subsequent consignments, sales and payments. Tenth. All obligations upon our part to pay you any commission) for the sale of the cigarettes which we may consign to you is, and shall be, dependent upon your strict compliance with the agreement herein before contained that you will not sell any of our cigarettes for a less price than that fixed in our selling lists sent to you. If you should sell, or dispose of any of our cigarettes at less than such price, you shall forfeit all right to the payment of any commis sions on cigarettes which you may have previously sold, and on which commissions have not been paid you, and you shall at once, on demand, pay to us the list price for all cigarettes which you have sold, and deliver to us all of our cigarettes then in your possession which may have been previously consigned by us to you.

Eleventh. Upon your acceptance in writing of the terms and conditions of this agreement, you understand and agree that you will handle our cigarettes exclusively, on the terms and conditions herein specified, and in the event that you hereafter determine to sell cigarettes of other manufacture, you are to notify us, in writing, of such determination; and thereafter, if you have fully ompiled with all other terms of this agreement, the commissions to be paid to you for sale of our cigarettes shall be at the rate of tvo and one-half (2-2) per cent.

Twelfth. If you shall sell or distribute, or in any way, directly or ndirectly, aid in the sale or distribution of any other cigarettes than those of our manufacture, without having first given us written notice of your intention so to do, as required by paragraph eleventh, you shall not be entitled to claim or receive any commissions not previously paid to you in excess of two and one-half (2-1/2) per cent. on any past or future sales under this agreement; and the right and option is hereby distinctly reserved to us to determine and declare that you have surrendered all right to be paid any commission over said rate of two and one-half per cent., if we shall be satisfied that you have in any way aided in the sale or distribution of cigarettes other than those manufactured by us.

Thirteenth. We reserve the right of determining, at all times, as to the number of cigarettes and the brands which we will consign to you under this agreement, we to determine the matter before or after receiving requests or reports from you; and you expressly agree that you will promptly make reports, or account of all sales, to us, whenever, and as often as, we may call for the same.