_______________________________(hereinafter "Assignor"),  the Buyer under an agreement

dated __________________, 20____________ (hereinafter "Agreement") by and between

Assignor and ___________________________ (hereinafter "Seller"), hereby assigns

all rights, title and interest in said agreement to ___________________________

(hereinafter "Assignee") for the sum and consideration of $____________________

received by Assignor.

Assignee agrees to perform all covenants, conditions and obligations required by

Assignor under said Agreement and agrees to defend, indemnify and hold Assignor harmless

from any liability or obligation under said Agreement. Assignee further agrees to hold

Assignor harmless from any deficiency or defect in the legality or enforceability of

the terms of said agreement.

Dated this _________ day of ______________, 20______






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