ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT is made this _____ day of __________, 20___ by __________

("Assignor") to __________ ("Assignee").

W I T N E S S E T H :

WHEREAS, Assignor has entered into a certain Real Estate Purchase and

Sale Agreement with __________ as "Seller" and Assignor as "Buyer" which

Agreement was executed on __________, by said Assignor and on __________,

by said Seller for the purchase and sale of certain real property being,

lying and situate in _____County, __________, and more particularly

described in said Agreement, copy of said Agreement being attached hereto

as Exhibit "A"; and,

WHEREAS, Assignor desires to assign, transfer, sell and convey to

Assignee all of Assignor's right, title and interest in, to and under

said Real Estate Purchase and Sale Agreement; and,

WHEREAS, Assignee is desirous of receiving all of Assignor's right, title

andinterest in, to and under said Real Estate Purchase and Sale

Agreement;

NOW, THEREFORE, for and in consideration of the sum of _________ Dollars

($___.00) and other good and valuable considerations, the receipt and

sufficiency ofwhich are hereby acknowledged, Assignor has assigned,

transferred, sold and conveyed and by these presents does hereby assign,

transfer, sell and convey unto Assignee all of Assignor's right, title

and interest in, to and under said Real Estate Purchase and Sale

Agreement. Assignee hereby assumes all of Assignor's duties and

obligations under said Real Estate Purchase and Sale Agreement. This

Assignment shall be binding upon Assignor and shall inure to the benefit

of Assignee and its successors, heirs and assigns.

IN WITNESS WHEREOF this Assignment has been signed, sealed and delivered

by Assignor and Assignee as of the day and year first above written.

Witnesses:

"Assignor" __________

"Assignee" __________