ASSIGNMENT OF RENTS BY LESSOR WITH REPURCHASE AGREEMENT

1. For value received, ________________, of _____________________, assignor,

assigns and transfers to ______________________, of _______________________, assignee,

all rents and other sums due and to become due assignor under that lease dated

_____________________, 19_____, between assignor as lessor, and 7)____________, as

lessee, for the lease of the following described property: ___________________________.

2. Assignor warrants and represents that:

a. Assignor is the lawful owner of the above- described lease and of the rental property

that is the subject thereof and of all rights and interests therein;

b. The lease is genuine, valid, and enforceable;

c. Assignor has a right to make this assignment;

d. The rental property and rental payments and other sums are free from liens,

encumbrances, claims and set offs of every kind whatsoever except as follows:

___________________________; and

e. The balance of rental payments unpaid as of the date of this assignment is

_________________ Dollars ($_________), commencing with the next payment due on

_____________________, 19_____.

3. Assignor understands and agrees that:

a. Assignee does not assume any of the obligations arising under the lease;

b. Assignor will keep and perform all of his obligations as lessor under the lease, and shall

indemnify assignee against the consequences of any failure to do so;

c. Assignor will not assign any other interest in the lease, nor sell, transfer, mortgage, or

encumber the property described in the lease, or any part thereof, without first obtaining the written

consent of assignee;

d. Assignee may, at his discretion, give grace or indulgence in the collection of all rent and

other sums due or to become due under the lease, and grant extensions of time for the payment of

any such sums;

e. Assignor waives the right to require assignee to proceed against lessee, or to pursue

any other remedy;

f. Assignor waives the right, if any, to obtain the benefit of or to direct the application of any

security that is or may be deposited with assignee until all indebtedness of lessee to assignee

arising under the lease has been paid; and

g. Assignee may proceed against assignor directly or independently of lessee, and the

cessation of the liability of lessee for any reason other than full payment shall not in any way

affect the liability of assignor hereunder, nor shall any extension, forbearance of acceptance,

release, or substitution of security, or any impairment or suspension of assignee's remedies or

rights against lessee in any way affect the liability of assignor hereunder.

4. Assignor guarantees due and punctual payment under the terms of the lease, and on

any default by lessee, assignor will, on demand, repurchase the rights assigned hereunder by

paying to assignee the then total unpaid balance of rental payments under the lease.

5. Assignor appoints assignee as his attorney in fact to demand, receive, and enforce

payment and to give receipts, releases, and satisfactions and to sue for all sums payable, either in

the name of assignor or in the name of assignee, with the same force and effect as assignor could

have done if this assignment had not been made.

6. Notice of this assignment may be given at any time at assignee's option. In the event any

payment under the lease hereby assigned is made to assignor, assignor will promptly transmit such

payment to assignee.

7. This assignment is irrevocable and shall remain in full force and effect until and unless

there is payment in full of any obligation, the payment of which is secured by it, or until and unless

such obligation is released in writing by assignee.

Dated _______________________, 19_____.

          ____________________________