Sale of Business

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)