LEASE ASSIGNMENT

        BE IT KNOWN THAT ______________________________________,
Assignor, in consideration of the sum of _______________________
______________________ ($ ___________________ ) Dollars, paid by _____________________________________________________, Assignee, hereby assigns unto the Assignee, that certain lease made by
________________________________ bearing date the _______ day of
________________________, 19 ______, a copy of which is attached
hereto as Exhibit "A", covering that portion of the property
described therein as follows: 






together with the premises therein described, the buildings
thereon, and all appurtenances thereto, 

     To have and to hold the same unto the Assignee from the
_________ day of __________________, 19 ______, for all the rest
of the years mentioned in the said lease, subject to the rents,
covenants, conditions and provisions therein also mentioned.
 

1.   The Assignee hereby assumes the performance of all of the
terms, covenants and conditions of the lease herein assigned by
the Assignor to the Assignee and agrees to pay the rent reserved
by the said lease on the next rent day and monthly thereafter
until the termination of the said lease and will well and truly
perform all the terms, covenants and conditions of the said
lease herein assigned; all with full force and effect as if the
Assignee had signed the lease originally as tenant named
therein. 

2.   The Assignee hereby agrees to indemnify and save harmless
the Assignor from all manners of suit, actions, damages,
charges and expenses, including attorneys fees and costs
that the Assignor may sustain by reason of the Assignee's
failure to pay the rent reserved in the said lease or by
reason of the Assignee's breach of any of the terms,
covenants and conditions of the lease herein assigned. 

3.   The Assignee hereby agrees that the obligations herein
assumed by the Assignee shall inure jointly and severally
to the landlord named in the lease herein assigned and to
the Assignor herein. 

4.   This is an assignment and the Assignor's interest in the
premises is as Lessee under a lease made by ____________________
__________________________ dated _______________________, a copy
of which is attached hereto and made a part hereof as Exhibit
"A". Except as provided to the contrary herein, this assignment
is expressly made subject to all the terms and conditions of 
said underlying lease and the Assignee agrees to use the
premises in accordance with the terms of said underlying lease
and not do or omit to do anything which will breach any of the
terms thereof.  If said underlying lease is terminated, this
assignment shall terminate simultaneously and any unearned rent
paid in advance shall be refunded to the Assignee, provided that
such termination is not the result of a breach by Assignee of
the within assignment.  The Assignee hereby agrees to assume the
obligation for performance of all the Assignor's obligations
under the aforesaid lease. 

5.   Governing Law.  This agreement, and all transactions
contemplated hereby, shall be governed by, construed and 
enforced in accordance with the laws of the State of __________.
The parties herein waive trial by jury and agree to submit to
the personal jurisdiction and venue of a court of subject matter
jurisdiction located in ___________ County, State of __________.
In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to
reimburse the prevailing party's reasonable attorney's fees,
court costs, and all other expenses, whether or not taxable by
the court as costs, in addition to any other relief to which the
prevailing party may be entitled.  In such event, no action 
shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date
the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable. 

6.   Contractual Procedures.  Unless specifically disallowed by
law, should litigation arise hereunder, service of process
therefor may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they
may have to object to the method by which service was perfected.
 
     IN WITNESS WHEREOF, this Assignment has been duly executed
by the Assignor, this _______ day of _________________, 19 __. 

     Signed, sealed and delivered in the presence of: 


______________________________    ______________________________
Witness                           Assignor

______________________________     
Witness

______________________________    ______________________________
Witness                           Assignee

______________________________     
Witness



              CONSENT OF LANDLORD IN PRIMARY LEASE

     The Landlord hereby consents to said Lease Assignment from
Assignor to Assignee and shall look principally to Assignee and
only subsequently to Assignor for satisfaction of any 
outstanding obligations left unsatisfied upon breach or
termination of the lease. 

     IN WITNESS WHEREOF, this Assignment has been duly executed
by the Landlord, this _______ day of _________________, 19 __.

     Signed, sealed and delivered in the presence of: 


______________________________    ______________________________
Witness                           Landlord

______________________________ 
Witness