THIS AGREEMENT made this __________ day of __________________, 2002 by and between the State of New York, acting by and through the agency name with offices located at agency address and Original Contractor Name, signatory to the ORIGINAL AGREEMENT dated ______________________, and New Contractor Name, with offices located at New Contractor Address, hereinafter referred to as the "CONTRACTOR."

WITNESSETH:

WHEREAS the CONTRACTOR has acquired, through purchase, all of the assets of the original contract signatory, Original Contractor Name including the subject ORIGINAL AGREEMENT:

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

I. CONTRACTOR SERVICES

A. The parties hereto agree that the CONTRACTOR shall now perform all of the services and comply with all of the requirements set forth in the ORIGINAL AGREEMENT upon approval of this AGREEMENT by the State Comptroller for a total compensation not to exceed those amounts stated in the ORIGINAL AGREEMENT.

II. TRANSFER OF LIABILITY

A. The parties hereto agree that the CONTRACTOR has, through the acquisition of New Contractor Name assumed all responsibilities with regard to performance of the contract, professional liability and the furnishing of proof of insurance thereof.

III. EFFECTIVE DATE - The effective date for this Agreement, for payment
purposes, is ______________, 2002.

IV. This Agreement is subject to approval by the Attorney General and the
Comptroller of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed on the day and year first above written.

Original Contractor Name

By: ___________________________________________________
          Signer, Title

New Contractor Name

By: __________________________________________________
          Signer, Title

SS# OR FED ID # ________________________________________

Agency Name

By: ___________________________________________________
          Signer,Title

APPROVED:

For the Attorney General                                 For the State Comptroller