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Assignment of Receivables

ASSIGNMENT made this ________ day of ________ [Month] 20 __, between ________ [Name] of ________ [Address], hereinafter referred to as "Assignor", and ________ [Name] of ________ [Address], hereinafter referred to as "Assignee".

Assignment is as follows:

1. Assignor hereby assigns, transfers, and delivers to Assignee, its successors or assigns all moneys due or that may become due from ________ [Describe Account] as outlined on the attached statement to this assignment and marked as Exhibit "A".

2. Assignor further assigns all rights of said account which is hereby conveyed, transferred, and assigned from Assignor to Assignee.

3. Assignor warrants: (1) That no payment on the annexed account has been made to the undersigned; (2) That the entire amount set forth in the annexed account is due and owing; and (3) No claim, offset, defense, or counterclaim against payment of the attached account exists and that no valid deduction may be made other than that which is set out in the annexed account, if any.

4. Further Assurances. In connection with this Assignment and the transactions contemplated hereby, each party to this Assignment will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Assignment and the transactions contemplated hereby.

5. Severability. If any provision of this Assignment shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Assignment is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

6. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Assignment shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Assignment.

7. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

8. Entire Assignment. This Assignment contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Assignment supersedes any prior written or oral agreements between the parties.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.

[Assignor]

By: [signature]

[title]

[Assignee]

By: [signature]

[title]

ACKNOWLEDGEMENT BY NOTARY PUBLIC

State of ________)

) SS.:

County of________)

On ________, before me, ________, Notary Public, personally appeared ________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signatures on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under the PENALTY OF PERJURY under the laws of the State of _________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

[signature]

Name of Notary

Notary Public

My Commission Expires

[Seal]