BILL OF SALE OF BUSINESS 
 
For good and sufficient consideration, receipt of which is hereby
acknowledged, the undersigned ("Seller") hereby sells, transfers and
conveys to ("Buyer"): 

1.  All and singular, the goods and chattels, property and effects, listed
in Schedule "A" annexed hereto, which is incorporated herein and made a
part hereof; and 

2.  The whole of the good will of the ______________ business formerly
operated by the undersigned which is the subject of this sale. 

The undersigned warrants that said goods and chattels are free and clear of
all encumbrances, that it has full right and title to sell the same, and
that it will warrant and defend the same against the claims and demands of
all persons. 

The undersigned hereby warrants and covenants that I shall not within
_______ years of the date of this instrument engage in the business of
________________ within __________________. 
 
Dated: 
 
____________________________   __________________________ 
Witness                        (Seller) 

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[Last Revised 3/02]