BILL OF SALE OF BUSINESS

                For good and sufficient consideration, receipt of which

        is hereby acknowledged, the undersigned ("Seller") hereby sells,

        transfers and conveys to ___________________________("Buyer"):

                1.  All and singular, the goods and chattels, property

        and effects, listed in Schedule "A" annexed hereto, which is

        incorporated herein and made a part hereof; and

                2.  The whole of the good will of the ______________

        business formerly operated by the undersigned which is the

        subject of this sale.

                The undersigned warrants that said goods and chattels

        are free and clear of all encumbrances, that it has full right

        and title to sell the same, and that it will warrant and defend

        the same against the claims and demands of all persons.

                The undersigned hereby warrants and covenants that I

        shall not within _______ years of the date of this

        instrument engage in the business of ________________ within

        __________________.

        Dated:_________________

            ____________________________    __________________________

            Witness                         (Seller)