WARRANTY BILL OF SALE

            Company A, Inc., a STATE corporation whose address is 1234 E. ANY AVENUE, CITY, STATE 12345 (“Seller”), for good and valuable consideration, the receipt and sufficiency of which is acknowledged, sells to Company B, L.L.C., a STATE limited liability company whose address is 1234 E. ANY AVENUE, CITY, STATE 12345 (“Buyer”), and its successors and assigns all of the tangible and intangible personal property listed in attached Exhibit A (“Property”) to have and to hold forever.

            Seller represents and warrants that it has good and marketable title to the Property, free and clear of all liens, claims, charges, security interests or encumbrances of any kind whatsoever, and that Seller will defend the title to the Property against the lawful claims and demands of all other parties.

            Seller agrees to take, upon the request of Buyer, all appropriate action and to execute and deliver all documents, instruments, and conveyances of any kind that may be reasonably necessary or desirable to carry out the provisions of this Warranty Bill of Sale.

                                                                                    Company A, Inc.

June _______, 2003                                                    ____________________________

                                                                                    By: 

                                                                                    Its: