Assignment by Vendor of Goods with Recourse

TO: [Name of Assignee]

1. Assignment

For value received the undersigned (the "Assignor"), hereby assigns to [Name of
Assignee] (the "Assignee") the installment sale contract dated [Date (ie. July 31, 2002)]
(the "Contract") between the Assignor as seller and [Name of Buyer of Goods] (the
"Buyer") as buyer, the security interest created thereby and the goods described therein,
with full recourse and with full power in the Assignee in its name, or in the name of the
Assignor, to take all such action as the Assignor might have taken but for this assignment.

2. Warranties and Covenants

(a) The Assignor hereby warrants that:

(i) the Contract, including the extension of credit thereunder to the Buyer,
complies with all laws, regulations and orders, federal, state or otherwise;

(ii) the Contract is genuine and the cash down payment, if any, paid by the
buyer as set forth in the Contract was, in fact, paid in cash and not its
equivalent, unless otherwise specified therein, and no part thereof was
loaned directly or indirectly by the Assignor to the buyer;

(iii) the buyer, at the time of the execution and delivery of the Contract, was
[Age of Majority (ie. 18)] years of age or older (or was duly incorporated
under the laws of the State of [State (ie. California)]) and had capacity to
contract;

(iv) at the time of the execution and delivery of the Contract, the Assignor had
good title to the goods, free and clear of all security interests, liens and
encumbrances, and now has a perfected purchase money security interest
in the goods, which interest now is and will continue to be prior to the
claims of all other persons to the goods; and

(v) if the buyer defaults under the terms of the Contract, the Assignor will take
all necessary steps to preserve rights against the buyer and any other prior
parties.

(b) If any of the foregoing warranties should be untrue, the Assignor agrees to
repurchase the Contract from the Assignee forthwith on demand, and will pay not
less than the unpaid time balance plus any and all costs and expenses paid or
incurred by the Assignee with respect thereto. Such right of the Assignee shall be
cumulative and not exclusive, and shall not affect any other right or remedy which
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it may have hereunder. The Assignee is hereby authorized to correct patent errors
in the Contract and in all other papers executed, endorsed or signed in connection
therewith.

3. Waivers

(a) The Assignor waives all demands and notice of default and agrees that, without
notice to it, the Assignee may extend, renew or modify the terms of the Contract,
and extend time to, or compound, waive or release any rights against the buyer or
any other obligor.

(b) In the event of breach of any warranty herein or failure to perform any covenant
hereof, the Assignee hereby empowers any attorney of any court of record within
the United States of America or elsewhere to appear for it and, with or without
one or more declarations filed, to confess judgment as often as necessary against
it in favour of the Assignee in any such court, for the total time balance plus any
and all costs and expenses paid or incurred by the Assignee with respect thereto,
together with costs and solicitor's fees for collection.

(c) The Assignor further waives any right to stay of execution and extension upon
any levy on real estate pursuant to any judgment so entered and also hereby
expressly waives the exemption of all property from levy on real estate pursuant
to any judgment so entered and also hereby expressly waives the exemption of all
property from levy and sale on any execution thereon.

4. Successor Interests

This assignment shall be legally binding on the Assignor, its respective heirs, successors
and assigns, and shall enure to the benefit of the Assignee, its successors and assigns.

Dated this _____ day of ____________________, 20_____.

[NAME OF ASSIGNOR]