ASSIGNMENT OF CONTRACT

FOR VALUE RECEIVED, the undersigned Assignor hereby assigns, transfers

and sets over to (Assignee) all rights, title and interest held by the

Assignor in and to the following described contract:

The Assignor warrants and represents that said contract is in full

force and effect and is fully assignable.

The Assignee hereby assumes and agrees to perform all the remaining

and executory obligations of the Assignor under the contract and

agrees to indemnify and hold the Assignor harmless from any claim or

demand resulting from non-performance by the Assignee.

The Assignee shall be entitled to all money remaining to be paid

under the contract, which rights are also assigned hereunder.

The Assignor warrants that the contract is without modification, and

remains on the terms contained.

The Assignor further warrants that it has full right and authority to

transfer said contract and that the contract rights herein transferred

are free of lien, encumbrance or adverse claim.

This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns.

Signed this [day] day of [month], [year].

____________________________

          Assignor

____________________________

          Assignee