KNOW ALL MEN BY THESE PRESENTS, that [specify seller], an Ohio corporation (the "Seller"), in consideration of the promises, covenants, conditions and agreements of [specify buyer], a [specify state] corporation ("Purchaser"), pursuant to a certain Purchase Agreement (the "Agreement") among seller and Purchaser, does hereby grant, bargain, sell, transfer, convey, assign and deliver to Purchaser, certain assets of Seller's business consisting of the following:

1. All accounts receivable owned by Seller as of [specify date] as listed on Schedule A annexed hereto and made a part hereof.

2. All right, title and interest in and to the name [specify name] which name Seller warrants and represents to be the only tradename and trademark used by Seller in the course of its business.

3. All inventory listed on Schedule B annexed hereto and made a part of. Seller represents that said inventory provides certain of the parts, supplies and other items necessary to fill the orders on Schedule C hereof.

4. All of Seller's orders from customers as listed on Schedule C annexed hereto and made a part hereof. Said orders are represented by Seller to have a net sales value of not less than [specify amount] as of [specify date]. The term "Net Sales Value" is hereby defined as the sales price, less any trade or cash discounts or allowances, returns or reworks which may have been granted to the customer prior to the date hereof.

5. Certain machinery, equipment, molds, tools and dies listed on Schedule D.

6. All of Seller's right, title and interest in and to its list of customers (although some may not be currently active), together with all other historical records, documents, blueprints, parts specifications and quantities sold. The list of customers is represented by Seller to be essentially all significant customers sold by Seller within the last five (5) years and is set forth on Schedule E annexed hereto and made a part hereof.

TO HAVE AND TO HOLD THE SAME UNTO THE PURCHASER AND ITS SUCCESSORS AND ASSIGNS FOREVER.

And said Seller hereby covenants to and with the said Purchaser that Seller has good and marketable title to all items to be sold, transferred, assigned and conveyed hereunder, subject to no liens, claims, encumbrances or restrictions of any kind, has the right, power and authority to, and hereby does, sell, transfer, assign and convey all of said assets free and clear of such liens, claims, encumbrances and restrictions. Said Seller hereby covenants that it will warrant and defend same against all lawful claims whatsoever.

IN WITNESS WHEREOF, the Seller has set its hand this _______ day of ____________, 2XXX.

WITNESSES:

BEFORE ME, the Subscriber, a Notary Public in and for said County and State, personally appeared [specify name] of [specify company], the corporation which executed the foregoing instrument, who acknowledged he did sign said instrument as such officer on behalf of said corporation, and by authority of its Board of Directors, and that the execution of said instrument is his free and voluntary act and deed individually and as such officer, and the free and voluntary act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my Notarial Seal this ______ day of ________, 2XXX.