Assignment of Contract Form

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ASSIGNMENT OF CONTRACT

FOR VALUE RECEIVED, the undersigned Assignor hereby assigns, transfers
and sets over to (Assignee) all rights, title and interest held by the
Assignor in and to the following described contract:

The Assignor warrants and represents that said contract is in full
force and effect and is fully assignable.

The Assignee hereby assumes and agrees to perform all the remaining
and executory obligations of the Assignor under the contract and
agrees to indemnify and hold the Assignor harmless from any claim or
demand resulting from non-performance by the Assignee.

The Assignee shall be entitled to all money remaining to be paid
under the contract, which rights are also assigned hereunder.

The Assignor warrants that the contract is without modification, and
remains on the terms contained.

The Assignor further warrants that it has full right and authority to
transfer said contract and that the contract rights herein transferred
are free of lien, encumbrance or adverse claim.

This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns.

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


____________________________
          Assignor


____________________________
          Assignee

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