This Assignment of Lease dated this

BY AND BETWEEN:

_________ (the "Assignor")

- AND -

_________ (the "Assignee")

1. This is an agreement (the "Assignment") to assign a in real property according to the terms specified below.

2. The Assignor wishes to assign and transfer to the Assignee that lease (the "Lease") dated _________ and
   executed by the Assignor as tenant and by _________ as landlord (the "Landlord")

Premises

1. The Lease governs the rental of the following described premises (the "Premises") to the Assignor: _________.

Assigned Lease

2. The Assignor assigns and transfers to the Assignee all of the Assignor's right, title, and interest in and to the Lease and the Premises, subject to all the conditions and terms contained in the Lease.

Effective Date

3. This Assignment takes effect on _________ (the "Effective Date"), and continues

Assignor's Interest

4. The Assignor covenants that:

   1. the Assignor is the lawful and sole owner of the interest assigned under this Assignment;

   2. this interest is free from all encumbrances; and

   3. the Assignor has performed all duties and obligations and made all payments required under the terms and conditions of the Lease.

Breach of Lease by Assignee

5. Consent to this Assignment will not discharge the Assignor of its obligations under the Lease in the event of a breach by the Assignee.

6. In the event of a breach by the Assignee, the Landlord will provide the Assignor with written notice of this breach and the Assignor will have full rights to commence all actions to recover possession of the Premises (in the name of the Landlord, if necessary) and retain all rights for the duration of the Lease provided the Assignor will pay all accrued rents and cure any other default.

Governing Law

7. It is the intention of the parties that this Assignment, and all suits and special proceedings under this Assignment, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of _________, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Miscellaneous Provisions

8. This Assignment will be binding upon and inure to the benefit of the parties, their successors, assigns, personal representatives, beneficiaries, executors, administrators, and heirs, as the case may be.

9. All rents and other charges accrued under the Lease prior to the Effective Date will be fully paid by the Assignor, and by the Assignee after the Effective Date. The Assignee will also be responsible for assuming and performing all other duties and obligations required under the terms and conditions of the Lease after the Effective Date.

10. There will be no further assignment of the Lease without the prior written consent of the Landlord.