1. All and singular, the goods and chattels, property and effects,
listed in Schedule "A" annexed hereto, which is incorporated herein and
made a part hereof; and

2. The whole of the good will of the ______________ business formerly
operated by the undersigned which is the subject of this sale.

The undersigned warrants that said goods and chattels are free and clear
of all encumbrances, that it has full right and title to sell the same,
and that it will warrant and defend the same against the claims and
demands of all persons.

The undersigned hereby warrants and covenants that I shall not within
_______ years of the date of this instrument engage in the business of
________________ within __________________.

Dated:____________________________

__________________________
Witness (Seller)



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