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                                ASSIGNMENT OF RECEIVABLE


                FOR VALUE RECEIVED, the undersigned hereby conveys,

        transfers and assigns to ______________________ all right, title

        and interest in all moneys due or that may become due from

        ____________________________ upon the annexed statement of


                The undersigned warrants (1) that no payment on the

        annexed account has been made to the undersigned, by

        ________________________; (2) that the amount set forth in the

        annexed account is due and owing from ________________; and (3)

        that ___________________ is not entitled to claim an offset,

        defense or counterclaim and that no valid deduction may be made

        by __________________ other than that which is set out in the

        annexed account, if any.

                Signed under seal this _____ day of __________, 19__.

             ___________________________     _________________________