Assignment and Assumption of Lease by bobzepfel


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									                        ASSIGNMENT AND ASSUMPTION OF LEASE

       This Assignment and Assumption of Lease (this "Assignment"), is made as of
              _, by and between                                ("Assignor"), and


       A.     Assignor is the tenant under that certain Standard Industrial Lease entered into
                              between                                       (“Landlord”) and
                                             , (the “Lease”) executed by the Landlord and
Assignor covering the rental by Assignor of 1
and containing approximately                         square (the “Premises”).

        B.     Assignor and Assignee, and various other parties, including Assignor, intend to
enter into an Asset Purchase Agreement, pursuant to which Assignee will agree to (i) purchase
substantially all of Assignor’s assets, including Assignor’s leasehold interest in and to the
Premises, and (ii) assume certain of Assignor’s liabilities and obligations, including those under
the Lease, pursuant to the Lease. Assignor desires to assign its rights, title and interest in, to and
under the Lease and the Premises to Assignee, and Assignee desires to accept such assignment
upon and subject to all of the terms and conditions hereinafter set forth.

      C.       Any capitalized term used, but not defined, herein shall have its respective
meaning as set forth in the Lease.


        1.     Assignment and Assumption. Pursuant to Section                  of     the     Lease,
Assignor hereby assigns to Assignee all of its 
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