Assignment and Assumption Agreement-Equipment Lease

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					           THE EQUIPMENT AND EQUIPMENT LEASE DESCRIBED HEREIN
(THE “EQUIPMENT PACKAGE”) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED ABSENT
REGISTRATION OR AN EXEMPTION THEREFROM.

          IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE
EQUIPMENT PACKAGE WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS
PERMITTED BY THE COMMISSIONER’S RULES.


                      ASSIGNMENT AND ASSUMPTION AGREEMENT

              This Assignment and Assumption Agreement (“Agreement”), is entered into as of
                      , by and between
       (“Assignor”), and                (“Assignee”) with reference to the following facts:

              A.      On or about          , Assignor purchased certain IBM computer
equipment, more particularly described on Exhibit A hereto (the “Equipment”), in consideration
of                            Dollars ($                   ) (the “Purchase Price”) from
      (“Seller”), pursuant to an Equipment Purchase Agreement and Bill of Sale.

             B.     The Purchase Price was represented in part by a $
      promissory note to Seller (the “Equity Note”) and a $                  promissory note (the
“Lender Note”) to                    . (the “Lender”).

               C.       The Equity Note and the Lender Note (collectively the “Notes”) are
secured by security interests in the Equipment granted by Assignor pursuant to the Seller Security
Agreement and the Lender Security Agreement, respectively, each agreement (collectively the
“Security Agreements”) being dated                   . Seller’s security interest in the Equipment
is subordinated to that of the Lender.

                D.      When purchased by Assignor, the Equipment was already subject to
certain leases (the “Initial Subleases”) and certain security interests (the “Existing Liens”).
Assignor entered into a net lease with Seller, dated            , (the “Equipment Lease”) under
which Assignor consented to the Initial Subleases and granted Seller the right to replace the
Initial Subleases with “Subsequent Subleases” upon expiration or termination of the Initial
Subleases.

               E.      Assignor wishes to sell the Equipment and Equipment Lease to Assignee
pursuant to the terms of this Agreement and Assignee wishes to purchase the same pursuant to
such terms.



                                                 1
               NOW, THEREFORE, the parties hereto, hereby agree as follows:

                  1.      Assignment. In consideration of the payment of the purchase price set
forth in Section 2 hereof, Assignor hereby sells, transfers, conveys and assigns to Assignee all of
its right, title and interest in and to the Equipment and the Equipment Lease, and Assignee hereby
accepts such sale, transfer, conveyance, and assignment.

               2.      Purchase Price. The purchase price of the Equipment and Equipment
Lease is $                     which shall be paid by Assignee’s assumption (as
				
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Description: Assignment and Assumption Agreement-Equipment Lease
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