Asset Purchase Agreement (Page 8 of 8) in pdf

Asset Purchase Agreement Page 8

EXHIBIT B

ASSIGNEE'S BILL OF SALE

For good and valuable consideration, receipt of which is hereby acknowledged, the

undersigned, John [Assignee], not individually, but as Assignee for the benefit of

the creditors of [Seller], Inc. ("SELLER"), hereby assigns, conveys and transfers

over unto [Buyer], Ltd. ("BUYER"), all of his right, title and interest, if any, in and

to the Purchased Assets as defined in that certain Asset Purchase Agreement

between Seller and Buyer dated __________________, 1997 (the "Purchase

Agreement").

The purchase price for the Purchased Assets is $16,500. THE PURCHASED

ASSETS ARE BEING SOLD "AS-IS, WHERE-IS" WITH NO WARRANTIES OR

REPRESENTATIONS WHATSOEVER, EXCEPT AS EXPRESSLY PROVIDED IN

THE PURCHASE AGREEMENT, INCLUDING, WITHOUT LIMITATION,

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE.

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be

executed as of the ____ day of March, 1997.

JOHN

[ASSIGNEE],

NOT

INDIVIDUALLY,

BUT

ASSIGNEE FOR THE BENEFIT

OF [SELLER], INC.

__________________________

_______

John [Assignee], Assignee

Asset Purchase Agreement Page 8