ASSIGNMENT OF ACCOUNTS RECEIVABLE
                         [With Non-Recourse]








     FOR VALUE RECEIVED, the undersigned hereby sells and
transfers all right, title and interest in and to the
account[s] receivable as annexed; to _.  The undersigned
warrants that the said account[s] are just and due and the
undersigned has not received payment for same or any part
thereof; provided, however, that said account[s] are sold
without recourse to the undersigned in the event of
non-payment.
     Signed under seal this_ day of _, 19_.








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