BILL OF SALE

____________________ (state)

____________________ (county)

This Bill of Sale is made the _____ day of ____________________ (month & day) _____ (year), by ___________________________, Inc., a_______________________ (state) corporation.

For and in consideration of _____________________________ (amount) ($_______),
the receipt of which is hereby acknowledged, ______________________, Inc. does hereby sell and convey to _____________________________, Inc. all the assets, property, rights, and interests of __________________________, Inc. of every kind and description, tangible or intangible, and regardless of whether or not carried or reflected on the books and records of _______________________, Inc., used in the operation of that business known as ____________________ (store name) which is located at ______________ (address of store).  The property conveyed hereunder is more fully described in Section 1.1 of that Asset Purchase Agreement between ____________________________, Inc., (seller) and _____________________, Inc. (buyer) dated __________________ (month & day), ______ (year), the terms of which are incorporated herein.

Furthermore, _________________, Inc. (seller) does hereby covenant and warrant to _____________________________, Inc. (buyer) that it has free and clear title to the property conveyed hereunder, that it conveys title to all the property to ____________, Inc. (buyer) free and clear of all encumbrances whatsoever and that it will defend that title against the lawful claims of all persons whomsoever.

Furthermore, _______________________, Inc., (seller) has caused this instrument to be executed by its authorized officers and its corporate seal to be hereunto affixed on the date stated above.

_____________________ Inc. (Seller)

By: __________________________________
      President

Attest: ________________________________
           Secretary

________________________ (state)

________________________ (county)

I, ________________________, a Notary Public for said County and State, do hereby certify that _______________________, personally appeared before me this day and stated that he is Secretary of __________________________________, Inc. (seller) a ____________________ (state) corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name buy its President, sealed with its corporate seal, and attested by himself as its Secretary.

Witness my hand and official seal, this ______ day of _______ (month), ______ (year).
My commission expires: ________________________
   
____________________________
Notary Signature