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									                                 SALES AGREEMENT


       THIS SALES AGREEMENT (the “Agreement”), made this ____ day of
______________, 2_____, (the “Effective Date”), by and between ________________
(the “Seller”) and ________________ (the “Purchaser”), collectively referred to herein as
the “Parties”.

         WHEREAS Purchaser agreed to purchase from the Seller and the Seller agrees to
sell to the Purchaser certain assets of the Seller.


        NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and
valuable consideration of the mutual covenants and agreements contained herein, the
receipt and adequacy of which is hereby acknowledged, the Seller and the Purchaser
hereto covenant and agree as follows:

   1. Purchasing Property. Pursuant to the terms and conditions contained in this
         Agreement, Seller agrees to sell to the Purchaser, and Purchaser agrees to
         purchase from the
								
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