ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT is made this __ day of ____, 20__ by ______________ (hereinafter referred to as "Assignor") to _________________ (hereinafter referred to as "Assignee").

W I T N E S S E T H :

WHEREAS, Assignor has entered into a certain Real Estate Purchase and Sale Agreement with ____ as "Seller" and Assignor as "Buyer" which Agreement was executed on ______, by said Assignor and on ____, by said Seller for the purchase and sale of certain real property being, lying and situate in _______ County, ____State, and more particularly described in said Agreement, copy of said Agreement being attached hereto as Exhibit "A"; and,

WHEREAS, Assignor desires to assign, transfer, sell and convey to Assignee all of Assignor's right, title and interest in, to and under said Real Estate Purchase and Sale Agreement; and,

WHEREAS, Assignee is desirous of receiving all of Assignor's right, title and interest in, to and under said Real Estate Purchase and Sale Agreement;

NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignor has assigned, transferred, sold and conveyed and by these presents does hereby assign, transfer, sell and convey unto Assignee all of Assignor's right, title and interest in, to and under said Real Estate Purchase and Sale Agreement.

Assignee hereby assumes all of Assignor's duties and obligations under said Real Estate Purchase and Sale Agreement.

This Assignment shall be binding upon Assignor and shall inure to the benefit of Assignee and its successors, heirs and assigns.

IN WITNESS WHEREOF this Assignment has been signed, sealed and delivered by Assignor and Assignee as of the day and year first above written.

Witnesses: "Assignor"

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"Assignee"

____________________ ___________________________

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