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BILL OF SALE OF BUSINESS

For good and sufficient consideration, receipt of which is hereby acknowledged, the undersigned ___________________________ ("Seller") hereby sells, transfers and conveys to ___________________________("Buyer"):

1. All and singular, the goods and chattels, property and effects, listed in Schedule A annexed hereto, which is incorporated herein and made a part hereof; and

2. The whole of the good will of the ______________ business formerly operated by the undersigned which is the subject of this sale.

The undersigned warrants that said goods and chattels are free and clear of all encumbrances, that it has full right and title to sell the same, and that it will warrant and defend the same against the claims and demands of all persons. The undersigned hereby warrants and covenants that I shall not within _______ years of the date of this instrument engage in the business of ________________ within __________________.

Dated: ____________________________

_______________________________
Witness

_______________________________
Seller