Assignment of Accounts Receivable

ASSIGNMENT OF ACCOUNTS RECEIVABLE

(No Factoring)

This Assignment is made by and between ______

______("Assignor"), located at ______

______, and ______("Assignee"), located at

______, subject to the

following terms and conditions:

Section 1. Intent of the Assignment. For value received

consisting of ______

______, the Assignor

sells, assigns, and transfers to the Assignee all right, title, and

interest in and to the accounts listed in Section 2. The assigned

interest includes any security or guarantees given the Assignor.

Section 2. Description of the Assigned Accounts. This

Assignment applies to the following accounts:

a. Account debtor:

Debtor's address:

Date of invoice:

Invoice number:

Date payment due:

Total amount due: $

b. Account debtor:

Debtor's address:

Date of invoice:

Invoice number:

Date payment due:

Total amount due: $

c. Account debtor:

Debtor's address:

Date of invoice:

Invoice number:

Date payment due:

Total amount due: $

Section 3. Rights of the Assignee. The rights transferred

and assigned to the Assignee include the following:

a. The right to make collections from the account debtors in

the Assignee's own name and benefit.

b. The right to endorse and deposit in the Assignee's own

bank account any full or partial payment(s) of the

accounts or merchandise represented by and sold under

those accounts.

Section 4. Representations of the Assignor. The Assignor

warrants and represents that the following statements are true to

the Assignor's knowledge and belief:

a. Copies of any and all financial statements, invoices, and

other documents submitted to the Assignee in connection

with this Assignment are factual and genuine.

b. This Assignment is exclusive and made solely to the

Assignee. None of the accounts receivable listed in

Section 2 has been sold or assigned to any other party.

c. The accounts stated in Section 2 of this Assignment are

valid and fully collectible from the purchasers.

d. The Assignor has delivered goods and services pursuant to

genuine purchase orders issued by the purchasers. As of

this date none of the purchase orders received by the

Assignor has been canceled or altered by the purchasers.

e. The goods underlying the assigned accounts have not been

previously sold, conveyed, or encumbered by the Assignor

or its agents.

f. As of this date the purchasers have not paid to the

Assignor any part of the purchase price of the goods and

service covered by the invoices listed in Section 2.

There are no circumstances entitling the purchasers to

refuse to pay the accounts or to decrease the price of

the goods and services as originally agreed upon in the

invoices described in Section 2.

Section 5. Governing Law. The laws of the State of ______shall govern this Agreement

Section 6. Attorney's Fees. Should any action be commenced between the parties to this Agreement concerning the matters set forth in this Agreement or the rights and duties of either in relation thereto, the prevailing party in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its Attorney's Fees and Cost.

Section 7. Arbitration and Venue

Any controversy arising out of or relating to this Agreement or any modification or extension thereof, including any claim for damages and/or recession, shall be settled by arbitration in______County,______(state) in accordance with the Commercial Arbitration Rules of the American Arbitration Association before one arbitrator. The arbitrator sitting in any such controversy shall have no power to alter or modify any express provisions of this Agreement or to render any reward which by its terms effects any such alteration, or modification. The parties consent to the jurisdiction of the Superior Court of______(state), and of the United States District Court for the______District of______(state)for all purposes in connection with such arbitration including the entry of judgment on any award. The parties consent that any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail or the equivalent, return receipt requested, or by personal service or in such manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed. The parties further agree that arbitration proceedings must be instituted within one year after the claimed breach occurred, and that such failure to institute arbitration proceedings within such period shall constitute an absolute bar or the institution of any proceedings and a waiver of all claims. This section shall survive the termination of this Agreement.

Section 8. Amendment. Any modification, amendment or change

of this Agreement will be effective only if it is in a writing

signed by both Partners.

Section 9. Headings. The titles to the paragraphs of this

Agreement are solely for the convenience of the Partners and shall

not affect in any way the meaning or interpretation of this

Agreement.

Executed on ______, 20___.

ASSIGNOR: ASSIGNEE:

______

(Signature) (Signature)

______

(Typed or printed name) (Typed or printed name)