ASSIGNMENT OF SECURITY INTEREST

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer

to_________________________________, its successors or assigns, all right, title

and interest of the undersigned in and to a certain security interest and debt thereto issued to the undersigned from_______________________ (the "Debtor"), under date of___________________, 200(X), a copy of which is annexed hereto as schedule "A".

Dated this_____ day of___________________, 200(X).

IN WITNESS WHEREOF the said company has hereto affixed its corporate seal, attested by the hands of its duly authorized officers, on the day and year first above written.