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SAMPLE

NOVATION

This Novation is made and entered into on this ____ day of _________________,

200__, by _________________UNIVERSITY OF PENNSYLVANIA OF THE STATE

SYSTEM OF HIGHER EDUCATION, COMMONWEALTH OF PENNSYLVANIA,

and BUG RID, INC., 2 Johnson Street, Highspire, Pennsylvania 17034.

WHEREAS, _______________ University on July 1, 1997, entered into an

agreement with Kill M Pest Control, Inc., contract number SP28888, for the Contractor to

provide pest control services to the University campus (attached hereto as Exhibit A); and

WHEREAS, the above Agreement included a renewal clause which provided for

three one-year renewals; and

WHEREAS, since the making of the Agreement, Kill M Pest Control, Inc.,

entered into a merger with Bug Rid, Inc., filing Articles of Merger-Domestic Business

Corporation with the Pennsylvania Department of State, Corporation Bureau on January

29, 1998 (attached hereto as Exhibit B); and

WHEREAS, the Articles of Merger state that Bug Rid, Inc., is the surviving

corporation and Kill M Pest Control, Inc., is the disappearing corporation in the merger;

and

WHEREAS, the Articles of Merger includes as Exhibit A, a plan of merger

which states in Paragraph 8 that the disappearing corporation has granted to the surviving

corporation an irrevocable power of attorney to execute and deliver, among other things,

assignments and assurances in law to confirm possession of rights, properties or assets of

the surviving corporation; and

WHEREAS, Pennsylvania business corporate law, 15 Pa.C.S.A. § 1929(b),

provides that the surviving corporation shall be responsible for all the liabilities of each

corporation so merged; and

WHEREAS, Bug Rid, Inc., desires to continue to provide services and meet the

assigned obligations of the merged corporation under the above contract and its

subsequent renewals; and

WHEREAS, the parties desire to make this Novation because of their mutual

interests in continuing the contractual relationship which existed between _________

Sample Contract