EXHIBIT 10.7(b)  
                          BILL OF SALE AND ASSIGNMENT

                  This Bill of Sale and  Assignment  is made as of December  16,
1998, by Serus LLC, a Utah limited  liability company (the "Seller") in favor of
Serus Acquisition Corporation, a Delaware corporation (the "Purchaser").

                                   WITNESSETH

                  WHEREAS, pursuant to and in connection with that certain Asset
Purchase  Agreement dated December 17, 1998, by and between Purchaser and Seller
(the "Asset Purchase  Agreement"),  Seller has agreed to assign,  transfer,  set
over and convey to Purchaser  each and all of the assets  described  therein for
good and valuable  consideration  received by Seller from Purchaser (capitalized
terms not otherwise defined in this Bill of Sale and Assignment have the meaning
given them in the Asset Purchase Agreement);

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
covenants set forth herein, the parties hereby agree as follows:

1. Upon the terms and subject to the  conditions set forth in the Asset Purchase
Agreement, at the Closing, Seller hereby conveys, sells, transfers,  assigns and
delivers to Purchaser,  and Purchaser hereby  purchases from Seller,  all right,
title and  interest of Seller at the  Closing in and to the assets,  properties,
and  rights of the  Seller of every  kind,  nature  and  description,  personal,
tangible and intangible,  known or unknown, wherever located, including, without
limiting the generality of the foregoing  (but excluding the "Excluded  Assets,"
as such term is defined in Section 1.2 of the Asset Purchase Agreement):

a.  All  interests  in  machinery,  equipment,  copiers,  computers,  furniture,
fixtures,  supplies,  other tangible  personal property and fixed assets and all
proprietary rights relating thereto;

b. All lease deposits,  prepaid  expenses,  prepaid property taxes and all other
current assets;

c. All claims and  rights  under all  agreements,  contracts,  contract  rights,
licenses,  evidences of indebtedness,  purchase and sale orders,  quotations and
other  executory  commitments  (but,  except as provided in Section  2.1, of the
Asset Purchase Agreement excluding any liabilities associated therewith);

d. All franchises, licenses, permits, consents,  authorizations and approvals of
any federal,  state or local regulatory,  administrative  or other  governmental
agency or body;

e. All Intellectual Property;

f. Originals of all sales invoices,  revenue  registers and accounts  receivable
records,  and originals of all warranties on all supplies and equipment,  files,
papers and all other records of Seller, that relate to the Business;

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g. All rights  under  express or implied  warranties  from  suppliers  of Seller
and/or the Business to the extent assignable;

h. All causes of action,  judgments  and claims or demands of  whatever  kind or
description of Seller, or that arise out of or relate to the Business;

i. All  rights and  interests  of Seller to the  proceeds  of  insurance  claims
arising from damage to the Assets prior to Closing;

j.  All employee and customer lists and records of Seller;

k.  All  interests  in  the  lease  of  office  space  including  all  leasehold
improvements thereto, and all related rights; and

l. All goodwill of the Business.

2.  Seller  hereby  constitutes  and  appoints  Purchaser,  its  successors  and
permitted  assigns,  the true and lawful  attorney  of Seller with full power of
substitution,  in the name of Purchaser, or the name of Seller, on behalf of and
for the  benefit  of  Purchaser,  to  collect  the items  being  transferred  to
Purchaser as provided herein, to endorse,  without recourse,  checks,  notes and
other  instruments in respect of such items in the name of Seller,  to institute
and  prosecute,  in the  name of  Seller  or  otherwise,  all  proceedings  that
Purchaser  may deem  proper in order to collect,  assert,  or enforce any claim,
right or title of any kind in or to the Assets as provided herein, to defend and
compromise  any and all actions,  suits or  proceedings in respect of any of the
Assets and to do all such acts and things in relation  thereto as Purchaser  may
deem  advisable.  Seller  agrees that the  foregoing  powers are coupled with an
interest and shall be irrevocable by Seller directly or indirectly in any manner
or for any reason. Seller further agrees that Purchaser shall retain for its own
account any amounts collected pursuant to the foregoing powers, and Seller shall
pay to Purchaser,  if and when  received,  any amounts that shall be received by
Seller on or after the date hereof in respect of the Assets as provided  herein.
Purchaser agrees, subject to the exclusions and limitations contained herein and
in the Asset  Purchase  Agreement,  to  perform,  pay or  discharge  the Assumed
Liabilities (as defined in the Asset Purchase Agreement).

3. Seller will from time to time, at Purchaser  request and without further cost
or expense to Purchaser, execute and deliver to Purchaser such other instruments
of transfer and take such other actions as Purchaser may  reasonably  request so
as more effectively to transfer the Assets to Purchaser free of mortgages, deeds
of trust, liens, encumbrances, security interests and claims.

4. Notwithstanding anything contained in this Bill of Sale and Assignment to the
contrary, nothing in this Bill of Sale and Assignment will constitute a transfer
or an  attempted  transfer of any  contracts  or permits that are not capable of
being transferred without the consent,  approval,  novation or waiver of a third
person or entity (including,  without limitation, a governmental agency), or any
contracts  or  permits  the  transfer  or  attempted  transfer  of  which  would
constitute a breach of such contract or permit or violation of any law.

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5.  This  Bill of Sale and  Assignment  will be  binding  upon and  inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns,  but will not be assignable or delegable by any party without the prior
written consent of the other party; provided, however, that nothing in this Bill
of Sale and Assignment is intended to limit Purchaser's  ability to assign or to
transfer any of the Assets following the date hereof.

6. This Bill of Sale and  Assignment and the legal  relations  among the parties
hereto will be  governed by and  construed  in  accordance  with the laws of the
State of California.

7. This Bill of Sale and Assignment may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

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                  IN WITNESS WHEREOF,  the undersigned has executed this Bill of
Sale and Assignment as of the day and year above first written.

                                                SELLER:

                                                SERUS LLC,
                                                a Utah limited liability company

                                                By:  /s/ Mark C. Hendricks      

                                                PURCHASER:

                                                SERUS ACQUISITION CORPORATION,
                                                a Delaware corporation

                                                By:  /s/ James A. Clark