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)



                                                        Form 330