ASSIGNMENT OF ASSETS - TRANSFER OF STOCK

This agreement is made and entered into this [day] day of [month],

[year], by and between (Stockholder) and (corporation) a Corporation

hereinafter referred to as "Corporation."

WITNESSETH:

WHEREAS, on the day of [day] [month], [year], the Corporation was

formed by:

Articles of Incorporation filed with the Secretary of State of

[State], and

WHEREAS, it is necessary to transfer certain assets into the

Corporation in order to capitalize the Corporation; and

WHEREAS, Stockholder is desirous of transferring to the Corporation

certain assets shown on the attached Exhibit "A," and the Corporation

is desirous of acquiring said assets.

NOW, THEREFORE, for and in consideration of the mutual covenants and

agreements hereinafter entered into, it is agreed as follows:

1.   Stockholder does hereby transfer and assign those assets listed

on the attached Exhibit "A" to the Corporation.

2.   In consideration for said transfer the Corporation issues to

Stockholder (stockholder)(#) shares of stock in the Corporation, par

value [$] per share.

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

____________________________

       Stockholder

By:____________________________

       Corporation