Business License

Assignment of Business License as Security for a Loan

Assignment made as of (date)

by (name of assignor) of , hereinafter called Borrower, to (name of assignee) of , hereinafter called Lender.

1. Assignment

For valuable consideration, the receipt of which is acknowledged, and in consideration of any advances made after the effective date of this agreement, Borrower assigns to Lender all of Borrower's right, title and interest in the following described Business License, including any extensions and renewals, to-wit: (describe License)

2. Warranties

Borrower warrants and represents that:

A. Borrower is the lawful owner of assigned License.

B. Said License is now in full force and effect, entitling the holder of such License to all privileges and benefits connected with such License.

C. Said License is free from all encumbrances, liens, and claims.

D. Borrower has authority to make the assignment under this agreement.

E. Borrower has complied with all laws, rules, and regulations of all governmental authorities having jurisdiction over the conduct of Borrower's business.

F. There are no outstanding claims, suits, or judgments against Borrower with respect to which an adequate and sufficient reserve has not been established.

G. Borrower is now solvent and is able to pay his/her obligations promptly as they become due.

H. All present assets of Borrower are free and clear of all encumbrances and liens except (describe any encumbrances and/or liens)

3. Repayment of Indebtedness

Borrower agrees that he/she shall pay the Promissory Note, a copy of which is attached to this agreement as Exhibit A, in accordance with the terms set out in such Note and further shall repay any other indebtedness that may be due or become due from Borrower to Lender as agreed.

4. Maintenance of License in Force

Borrower shall take all necessary steps to keep assigned License in full force and effect, use such License continuously in conjunction with (purposes for which License was Issued) , apply for and obtain successive renewals of assigned License in a timely manner, and keep Lender fully advised as to matters concerning assigned License.

5. Conduct of Business

Borrower shall conduct his/her business in a lawful manner so as not to endanger or impair the value of assigned License.

6. Other Documents

Borrower shall take any required action, and execute and deliver all other documents and assurances that Lender deems advisable, convenient, or proper, to vest the benefits of this assignment effectively in Lender. If for any reason, Borrower fails, neglects, or refuses to do so, then Borrower appoints Lender as his/her attorney-in-fact with power of substitution to take the action and to execute such documents and assurances.

7. Encumbrances or Liens

Borrower shall not, without Lender's prior, express, and written consent, sell, mortgage, pledge, transfer, assign, make the subject of a security agreement, or in any way encumber or place a lien on any of the assets of Borrower, whether now owned by Borrower or acquired by Borrower at a future date.

8. Salaries

Borrower shall not permit or pay anyone any compensation that is not commensurate with the services actually rendered to Borrower.

9. Debts

Borrower shall not incur any debt except current obligations in the regular course of his/her business, which current obligations shall be paid promptly when due.

10. Borrower as Surety

Borrower shall not guarantee, endorse, or otherwise become surety for any obligation of others except with the prior, express, and written consent of Lender in each instance.

11. Impairment of Assignment

Borrower shall not cause or permit, directly or indirectly, impairment of the validity of this assignment or reduction in its value. Borrower shall notify Lender immediately of any occurrence that may tend in any way to jeopardize the repayment of the indebtedness.

12. Breach of Warranties or Covenants

A breach of any of the warranties or representations or a breach or default with respect to any of the covenants, agreements, provisions, or terms of this assignment shall constitute a breach of this assignment and a default of the Note referred to in this assignment, and shall, at the option of Lender, make any indebtedness due from Borrower due and payable immediately.

13. Default

A. In the event of default, Borrower shall take whatever action Lender deems necessary, proper, or convenient to cause assigned License to be transferred to Lender or Lender’s.

B. In the event of default, Borrower constitutes and appoints Lender, Borrower's true and lawful attorney-in-fact with power of substitution, to sell the assigned License at public or private sale for cash or credit without notice to Borrower, and on such sale or sales to transfer and assign to purchaser full title to such License, free from any right of redemption; and in License’s own name, shall apply for and obtain a valid assignment of assigned License to Lender, Lender's nominee, or such purchaser. After deduction of all expenses and fees incurred by Lender in such sale, the net proceeds from such sale shall be applied to the payment of the indebtedness, with an accounting to Borrower for any surplus.

C. All remedies of lender, either provided in this assignment or covered by law, are cumulative, and may be enforced successively or concurrently.

14. Effect of Insolvency

The filing of any insolvency proceedings by or against Borrower under bankruptcy law or in the state courts, a general assignment for the benefit of creditors by Borrower, the appointment of a receiver for Borrower, the failure to remove any attachment against Borrower within days of the making of such attachment, the entering of any judgment against Borrower in excess of any insurance coverage or reserve set up for its payment, or the failure to pay any other judgment against the Borrower within days of the entry of such judgment, shall constitute a breach and default of this agreement.

15. Assignment as Security

This assignment shall be security for the repayment of the Loan made at the time of the execution of this agreement or any extensions or renewals of this agreement and for the payment of all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or subsequently arising, from Borrower to Lender.

16. Assignment of Benefits

Any right given to Lender under this agreement may be assigned, and shall inure to the benefit of Lender's legal representatives, successors, assigns, and nominees.

17. Duration

This assignment shall remain in effect as long as any indebtedness from Borrower to Lender remains unpaid.

18. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

19. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

20. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

21. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

22. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

23. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibit A