ASSIGNMENT OF LEASE



                For good and valuable consideration, receipt of which is 
        hereby acknowledged, _____________________, as Tenant, 
        ______________________ as Landlord, and _____________________ as 
        Assignee, hereby agree to the following assignment of lease:

                Tenant hereby assigns, transfers and conveys to Assignee 
        all his rights and interests under a certain lease dated 
        ______________,20__["Lease"] (a copy of which is annexed hereto) 
        by and between the Tenant and Landlord for the premises described 
        as: 


                This assignment shall remain in full force and effect 
        from _______________________ for all the remainder of the lease 
        term, subject to all conditions, including payment of rents, all 
        covenants, conditions and terms of the within Lease.  

                The Landlord's assent to the assignment of said Lease 
        shall not discharge Tenant of its obligations under the Lease in 
        the event of breach by the Assignee.  

                This agreement shall inure to be benefit of and be 
        binding on the parties hereto, their heirs, successors and 
        assigns.



        Dated:____________________



                                        _______________________________
                                        Tenant



                                        _______________________________
                                        Assignee



        Assented to:                    _______________________________
                                        Landlord


                                                        Form 219