BILL OF SALE (With Encumbrances)

                In consideration of the sum of $__________, the

        receipt of which is hereby acknowledged , the undersigned

        (Seller) hereby sells and transfers to _______________________,

        (Buyer) the following chattels and personal property:

              The Seller warrants that it has good title to said

        property, but that said property is being sold subject to the

        following encumbrances on said property in the amounts shown:

                Buyer agrees to assume and pay said secured debt and

        indemnify and save harmless Seller from any claim thereon.

                Signed and sealed this ______ day of _____________, 19__.

                                        _______________________________