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                                   BILL OF SALE

                               (Without Warranties)


                In consideration of $_________, the receipt of

        which is hereby acknowledged, the undersigned hereby sells and

        transfers unto ________________________, (Buyer) the following

        goods and chattels:



                Seller warrants and represents that it has good title to

        same; full authority to sell and transfer same and that said

        goods and chattels are being sold free and clear of all liens and

        encumbrances, provided however; that Seller disclaims any warranty

        of merchantability of fitness for a particular purpose; said

        goods being sold in their present condition "as is" and "where is".


                Signed and sealed this _______ day of ________, 19___.