ASSIGNMENT OF CONTRACT








     FOR VALUE RECEIVED, the undersigned Assignor hereby
assigns, transfers and sets over to _ [Assignee] all right,
title and interest in and to the following described contract:


_


     The Assignor warrants and represents that said contract
is in full force and effect and is fully assignable.
     The Assignee hereby assumes and agrees to perform all
obligation of the Assignor under the contract and guarantees
to hold the Assignor harmless from any claim or demand made
thereunder.
     Signed under seal this _ day of _, 19_.








_______________________________
                                   Assignor








_______________________________
                                   Assignee