Assignment of Contract

   FOR VALUE RECEIVED, _____________ (“Assignor”) hereby assigns and otherwise transfers (“assigns”) to ______________ (“Assignee”) all rights, title and interest held by Assignor in and to the contract described as follows:

  Contract dated ____________, 20___, between ________________ and __________________ and concerning _____________________________________.

   Assignor warrants and represents that said contract is in full force and effect and is fully assignable.  Assignor further warrants that it has the full right and authority to transfer said contract and that contract rights herein transferred are free of lien, encumbrance or adverse claim.  Said contract has not been modified and remains on the terms contained therein.

   Assignee hereby assumes and agrees to perform all remaining and obligations of Assignor under the contract and agrees to indemnify and hold Assignor harmless from any claim or demand resulting from non-performance by Assignee.  Assignee shall be entitled to all monies remaining to be paid under the contract, which rights are also assigned hereunder.

   This Assignment shall become effective as of the date last executed and shall be binding upon and inure to the benefit of the parties, their successors and assigns.

Consent

            I hereby consent to this Assignment of Contract affirming that no modification of the contract is made or intended, except that Assignee is now and hereafter substituted for Assignor.