ASSIGNMENT OF ASSETS

This agreement is made and entered into this ________ day of _____________, 20_____, by and between ______________________________ ("Stockholder") and __________________________, a Corporation, hereinafter referred to as "Corporation."

WITNESSETH:

WHEREAS, on the ________ day of _____________,  20_____, the Corporation was formed by Articles of Incorporation filed with the Secretary of State of ___________________, and

WHEREAS, it is necessary to transfer certain assets into the Corporation in order to capitalize the Corporation; and

WHEREAS, Stockholder is desirous of transferring to the Corporation certain assets shown on the attached Exhibit A, and the Corporation is desirous of acquiring said assets.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter entered into, it is agreed as follows:

1. Stockholder does hereby transfer and assign those assets listed on the attached
Exhibit A to the Corporation.

2. In consideration for said transfer the Corporation issues to Stockholder ________________________ (_____ ) shares of stock in the Corporation, par value $_____ per share.

DATED this ________ day of _____________,  20_____.



____________________________
Stockholder


By:


____________________________
Corporation