Cross Receipt (Type 1)



Chapter 21 B. Forms and Documents

Note: The following forms and documents are prepared by the above under the laws and practice prevailing as of [Date]. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter.

CROSS RECEIPT

[Letterhead of Lead Underwriter]

XYZ Corporation

_______________

_______________

Dear Sirs:

Referring to the Underwriting Agreement dated ____________, _____ (the "Underwriting Agreement") relating, among other things, to the issuance and sale by XYZ Corporation (the "Company") to the undersigned of ____________ shares as of Common Stock, $.01 par value, of the Company (the "Shares"), the undersigned hereby delivers to you a certified or official bank check in next day funds in {city in which closing occurs] in the amount of $__________________ constituting full payment for the Shares at the purchase price of $______________ per Share.

Kindly acknowledge receipt of the check hereinabove referred to in the space provided below.

Very truly yours,

LEAD UNDERWRITER

By: ____________________

Name: Title:

The undersigned hereby acknowledges receipt of the check referred to in the

foregoing letter.

XYZ CORPORATION

By: _______________________