Assignment of Lease by Lessee with Consent of Lessor

ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR

This Assignment made ______, 20____, by ______, of ______, as

assignor, to ______of ______, as assignee.

For value received, assignor assigns and transfers to assignee that

lease, dated ______, 20____, executed by assignor as lessee and by

______of ______, as lessor, of the following described premises:

______, together with all his right, title, and interest in and

to the lease and premises, subject to all the conditions and terms

contained in the lease, to have and to hold from ______, 20___, until

the present term of the lease expires on ______, 20___.

A copy of the lease is attached hereto and made a part hereof by

reference.

Assignor covenants that he is the lawful and sole owner of the interest

assigned hereunder; that this interest is free from all encumbrances; and

that he has performed all duties and obligations and made all payments

required under the terms and conditions of the lease.

Assignee agrees to pay all rent due after the effective date of this

assignment, and to assume and perform all duties and obligations required

by the terms of the lease.

Governing Law

The laws of the State of ______shall govern this Agreement

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.

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.

Dated: ______, 20 ___ Assignor: ______

Dated: ______, 20 ___ Assignee: ______

CONSENT OF LESSOR

I, ______, lessor named in the above assignment of that lease

executed by me on ______, 20_____, consent to that assignment. I

also consent to the agreement by assignee to assume after ______,

20_____, the payment of rent and performance of all duties and

obligations as set forth in the lease, and release ______, lessee and

assignor, from all duties and obligations under the lease, including the

payment of rent, after ______,20 ____, and accept assignee as lessee

in the place of ______, lessee and assignor.

Dated: ______, 20 ___.

By: ______