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L1\PACEMSTR

The Pace Gallery
32 East 57th Street
New York, New York 10022

February __, 1991

Mr. Richard Serra
175 Duane Street
New York, New York 10013

Dear Richard:

This letter will confirm our agreement regarding the following work (the "Work") which we have on consignment from you:

title:
date:
medium:
size:
inventory no.:

1. We [, together with Leo Castelli Gallery,] shall act as your sales representative for the sale of the Work, subject to the terms and conditions of this agreement. We may not consign the Work to another dealer without your prior written consent.

2. We may sell the Work for the price of $_____. You may increase or decrease the price for which we may sell the Work by giving us 30 days notice.

3. We shall pay all of the costs of fabrication of the Work (the "Fabrication Costs"), including the costs of engineering, material and labor. We shall also pay all the costs of shipping, rigging, installation, de-rigging and