Exercise 29-3

Using the information in the letter that follows, mark up the Consent to Assignment that follows it. Alternatively, redraft the Consent using the Consent that is available on the books website.

-----------------------------------------------------------------------------------------------------------

January 26, 20X9

Mr. James Smith

425 West Haven Corp.

425 West Haven Avenue El Paso, Texas 79905

Re: Request for Consent to Assignment and Release

Dear Mr. Smith:

We refer to the Lease (the Lease), dated July 1, 20X6, between 425 West Haven Corp. (West Haven) and Marias Muffins Inc. (Muffins). In accordance with Section 7.8 of the Lease, we request that West Haven consent to Muffinss assignment of its rights under the Lease to Sammys Sweets Inc. (Sweets).

Muffins is going out of business and desires to assign its rights under the Lease to Sweets. Sweets has agreed to assume all of Muffinss obligations under the Lease that arise and are due and payable on and after March 1, 20X9, the date that Muffins will assign its rights under the Lease to Sweets (the Assignment Date).

Sweets manufactures and distributes chocolate truffles to candy stores in Texas. Enclosed for your information are (a) a description of Sweetss business and (b) Sweetss audited financial statements for the period ended December 31, 20X8.

Section 7.8 of the Lease prohibits the assignment of the Lease without West Havens consent. Thus, in accordance with the Lease, Muffins requests that West Haven

(a) consent to Muffins assignment to Sweets, on March 1, 20X9, of all Muffinss rights under the Lease; and

(b) release Muffins from all of its obligations under the Lease that arise and are due and payable on and after March 1, 20X9.

Muffins also requests that you acknowledge that no other consent or consideration is required for the assignment to be effective. Your consent and release will apply only to the transaction described in this letter and is subject to Sweetss assumption of all of Muffinss obligations under the Lease that arise and are due and payable on and after March 1, 20X9. We will mail you a copy of the assumption promptly after Sweets signs it.

To consent to the assignment and to grant the release, please

sign the two duplicate original consent forms accompanying this letter; and

return the duplicate original by [national courier in the enclosed, prepaid envelope] [PDF by e-mail to lawyer@], as soon as possible, but in no event later than February 20, 20X9.

If you desire any further information concerning the transaction, please do not hesitate to call me at (915) 555-5555. We appreciate your assistance in this matter.

Very truly yours,

Marias Muffins Inc.

By: _____________

Maria Rodriguez, President

Consent to Assignment

Subject to the proviso set forth in the last sentence hereof, West Haven Rental Corp. (the Lessor) hereby consents to the assignment by Marias Muffins Inc. (Muffins) of all its right, title, and interest under the Lease, dated July 1, 20X6, (the Lease) to Sammys Sweets Inc. (Assignee), and Lessor hereby releases Muffins from all its obligations and liabilities under the Lease arising and due and payable on and after the date that Muffins assigns its rights under the Lease to the Assignee (the Assignment Date). Notwithstanding the foregoing, the consent and the release granted herein shall only be effective if, on the Assignment Date, Assignee shall have assumed all of Muffinss obligations and liabilities under the Lease arising and due and payable on and after the Assignment Date.

425 West Haven Corp.

By: ________________

James Smith, President Dated: _______________