Pursuant to a shareholders agreement of even date herewith, by and among ABC, SA, a societe anonyme organized and existing under the laws of The Republic of France, having a place of business at [specify address], John Doe, residing at [specify address], and XYZ, INC., a corporation organized and existing under the laws of the State of Delaware, having a place of business at [specify address] (The Corporation"), and in consideration of the issuance to Doe of 40 shares of the Corporation's Common Stock, with no par value, Doe does hereby assign, sell, transfer and convey to the Corporation all of Doe's right, title and interest as of the date hereof in and to the property and assets of which are listed on Schedule I hereto (the "Assets").

TO HAVE AND TO HOLD, the Assets hereby conveyed, all and singular, unto the Corporation, to and for its use and benefit.

Doe represents and warrants to the Corporation that he has good and valid title to and is the lawful owner of the assets, and that Doe has the right to sell the Assets free and clear of all liens, claims and encumbrances.

Doe will, at any time and from time to time after the date hereof, upon the reasonable request of the Corporation, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged or delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney or assurances as may be required for the better transferring, assigning, conveying and confirming to the Corporation, or for aiding and assisting in reducing to possession by the Corporation, any of the Assets or rights being purchased hereunder, or to vest in the Corporation good, valid and marketable title to such Assets and rights.

This Assignment and Bill of Sale shall inure to the benefit of the Corporation and shall be binding upon Doe and his successors and assigns.

IN WITNESS WHEREOF, Doe has caused this Assignment and Bill of Sale to be duly executed this __________ day of ___________, 2XXX.

By: