ASSIGNMENT AND TRANSFER
                        OF STOCK CERTIFICATE








     FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers to _, [_] shares of the stock of _ [Corporation]
standing in the name of the undersigned on the books of the
Corporation and represented by Certificate No. _.
     The undersigned hereby and irrevocably constitutes and
appoints _, attorney-in-fact, to transfer the said stock on
the books of the within named Corporation with full power of
substitution in the premises.




Dated: _




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In the presence of:






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