ASSIGNMENT

THIS ASSIGNMENT made this __ day of ________, 20_____, by and between

_____________________("Assignor"), and _______

_____________________("Assignee"):

WITNESSETH, that for valuable consideration in hand paid by the Assignee

to the Assignor, receipt of which is hereby acknowledged,the Assignor

hereby assigns and transfers to the Assignee all of his right, title and

interest in and to all

______________________________________[description] set forth

in___________________________________________________ of that certain

_________________Agreement.  Provided, however, no warranties of any kind

whatsoever are made incident to this Assignment. 

IN WITNESS WHEREOF, the Assignor has executed this Assignment on the day

and year first above written. 

Signed, sealed and delivered in the presence of