Assignment and Bill of Sale

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS:

FOR VALUABLE CONSIDERATION, of Ten dollars ($10.00) cash in hand paid, the receipt and sufficiency of which is hereby acknowledged, of (name),

(city), Iowa, or a Corporation, hereinafter “Seller(s)”, do hereby BARGAIN, SELL, ASSIGN, CONVEY, TRANSFER, DELIVER and WARRANT unto

individuals, his/her/their successors and assigns, OR

a corporation, its successors and assigns, hereinafter “Purchaser(s), all of the fixtures, machinery, equipment, vehicles, tools, inventory and other personal property (add or delete items as desired) located at

(city), Iowa, ("Premises"), as more specifically set forth as follows:

a) All furniture, fixtures, machinery, equipment, vehicles, tools, blueprints, specifications, supplies, leasehold or other existing improvements, and other tangible personal property located or maintained at Sellers' Premises including those listed on Schedule 1 attached hereto;

b) The inventories of raw materials, general stores and spare parts (collectively, the "Inventories"), together with any additional inventories obtained in the ordinary course of business prior to the Closing Date;

c) All available operating data and records used in connection with the Business, including books; records; customer lists, order files and credit histories; supplier information; purchasing records; technical and repair data and manuals; invoices; and sales and promotion literature;

d) All of Seller's rights under, and interest in, the contracts, customer agreements, purchase orders, leases and other agreements listed on Schedule 2 attached hereto, to the extent they are assignable (the "Assigned Agreements");

e) Work in process, associated accounts receivables and customer deposits shall be allocated between Purchaser(s) and Seller(s) as agreed between Seller(s) and Purchaser(s). If the Total Net Allocation is a negative number, said amount shall be deducted from the Purchase Price at Closing. If the Total Net Allocation is a positive number, said amount shall be added to the Purchase Price. For the purposes of this Agreement, Total Net Allocation is defined as the net realizable value of the work in progress less any amounts billed or collected by Seller(s) on or before the Closing Date.

f) All licenses, processes, designs, formulas, computer programs, computer software packages, trade secrets, product manufacturing instructions, technology, research and development, know how and all other intellectual property utilized in the conduct of the Business;

g) The right to use the telephone number or numbers used by Seller(s) immediately prior to the closing date; provided that Purchaser make all necessary arrangements for the transfer of telephone billings to its own name and address;

h) All rights of Seller(s) as of the Closing Date under or pursuant to warranties, representations and guarantees made by suppliers in connection with the Business, Purchased Assets or services furnished to Seller(s) pertaining to the Business or affecting the Business or Purchased Assets, to the extent such warranties, representations and guarantees are assignable by Seller(s) to Purchaser(s);

i) All transferable governmental licenses, permits, and other authorizations held by the Seller in connection with the conduct of the Business; and

j) All other property and rights, except the Excluded Assets, tangible and intangible, which Seller(s) owns, uses or is acquiring in connection with the operation of the Business, wherever located regardless of whether (1) reflected on Seller's books and records, and (2) enumerated in clauses (a) through (i) above or on the schedules referred to in clauses (a) through (i) above;

k) Other assets transferred:

All books and records of Seller(s) relating primarily to the foregoing assets. All available current customer lists and other technical information concerning the business ("Business").

All other tangible property owned by Seller(s) for use in connection with the Business and located on the Premises.

TO HAVE AND TO HOLD all of said properties and assets unto Purchaser(s) the Purchasers' successors and assigns forever, and Seller(s) and Seller's successors and assigns, does hereby covenant and agree to and with Purchaser(s), and Purchasers' successors and assigns, that it has full and complete power to transfer and assign all of said properties and assets as aforesaid, that the same are free of all liens and encumbrances whatsoever, and that it will warrant and forever defend the sale of said properties and assets against all lawful claims and demands whatsoever.

Seller(s) further covenants and agrees that Seller(s) shall, at any time and from time to time, at the request of Purchaser(s), execute and deliver to Purchaser(s) any and all instruments and documents which may be necessary to vest in Purchaser(s) full title, right and interest in and to any of said properties and assets.

As used herein, “Purchaser(s)" shall mean all Purchasers, whether one or more and "Seller(s)" shall mean all Seller(s)s, whether one or more.

IN WITNESS WHEREOF, said has hereunto set its hand this day of

20

Acknowledgment for Individual

State of County

On this day of , before me, the undersigned, a Notary Public in and for said state, personally appeared

to me known to be the identical person named in and who executed the within and foregoing instrument, and acknowledged that he/she executed the same as his/her voluntary act and deed.

(Seal, if any)

Acknowledgment for Corporation

State of County

On this day of , before me, the undersigned, a Notary Public in and for said State, personally appeared

and , to me personally known, who, being by me duly sworn, did say that they are the

and respectively, of said corporation, that (no seal has been procured by the said or the seal affixed thereto is the seal of said) corporation, that said instrument was signed (and sealed) on behalf of said corporation by authority of its Board of Directors, and that the said

and , as such officers, acknowledged the execution of said instrument to be the voluntary act and deed of said corporation, by it and by them voluntarily executed.

(Seal, if any)

SCHEDULE 1
List of Items

(Please attach the list of items here)

SCHEDULE 2
Agreements Assigned or Transferred

(Please attach the list of agreements here)