Exchange Agreement

This agreement is entered into between _________(Exchangor) and _________(Intermediary).

Recitals

(A). Exchangor owns real property referred to as "Property A," described in Exhibit "A" attached here and incorporated here by reference;

(B). Exchangor has entered into Escrow No. _________ with _________ referred to as "Escrow";

(C). Exchangor wants only to exchange Property A for like-kind property, referred to as "Replacement Property," in such a way as to qualify for tax-deferred treatment under IRC §1031 and similar state statutes;

(D). Exchangor has been unable to find suitable Replacement Property for accomplishing the tax-deferred exchange;

(E). Exchangor, with a continued intent to complete a tax-deferred exchange pursuant to IRC §1031, is willing to allow the amendment of Escrow to substitute Intermediary as the seller of Property A in order to allow for the closing of Escrow pending the location of suitable Replacement Property as specified here;

(F). Intermediary is willing to accept and to hold the proceeds of Property A, as set forth in and received from the Escrow, and to utilize the same in securing, acquiring, and transferring to Exchangor suitable Replacement Property to complete the tax-deferred exchange according to the terms and conditions as set forth here;

Therefore, the parties agree as follows:

ALTERNATE PARAGRAPH 4

(4). In respect to Property A, "Exchange Value" shall mean the total consideration received by Intermediary from the closing of the Escrow. All real estate commissions, prorations of income and expenses (including rents, interest on encumbrances, real estate taxes, etc.), closing costs, title insurance premiums, escrow fees, and any other amounts otherwise chargeable to Exchangor in the Escrow as seller of Property A shall be charged to Intermediary and shall reduce the Exchange Value of Property A. Cash received by Exchangor from escrow in the amount of $_____ will be boot subject to tax in the hands of Exchangor and shall not be included in "Exchange Value."

(5). In respect to the Replacement Property, "Exchange Value" shall mean the total costs and expenses incurred by Intermediary, in accordance with the provisions of this Agreement in connection with the acquisition and conveyance of it to Exchangor, including, without limitation, the aggregate amount of all deposits and expenditures by Intermediary in respect to the purchase price, real estate commissions, prorations of income and expenses (including rents, interest on encumbrances, real estate taxes, etc.), closing costs, title insurance premiums, escrow fees, and any other amounts otherwise chargeable to Intermediary in connection with the acquisition and conveyance of the Replacement Property to Exchangor, but excluding any existing mortgage, trust deed or other secured loans which may be assumed or taken subject to by Exchangor.

(6). At the close of Escrow, the proceeds, including cash, shall be transferred, assigned, and/or conveyed to Intermediary and be held by Intermediary pursuant to the terms of this Agreement.

(7). Intermediary is instructed to deposit all cash funds received into banks, savings and loan accounts, money market deposit accounts, repurchase agreements, in time deposits, or in such other investments as Exchangor may direct.

(8). In no event shall Intermediary be required to make a cash payment for Replacement Property, including all costs and expenses of the purchase, in excess of the amount of the Exchange Value then remaining in the Exchange Account.

(9). In the event additional cash is necessary to acquire the Replacement Property, the amount (i) shall be advanced by Exchangor to Intermediary; (ii) shall be used by Intermediary to acquire the Replacement Property; (iii) shall be considered an interest-free loan from Exchangor to Intermediary (fully satisfied upon the conveyance of Replacement Property to Exchangor); and (iv) in the event the Replacement Property is not conveyed to Exchangor, shall be repaid by Intermediary to Exchangor, upon the written demand of Exchangor; or the amount (v) shall be advanced by Exchangor to Escrow Agent of the Replacement Property.

(10). For purposes of this Agreement:

(a) The period between the "conveyance date" and midnight of the 45th day thereafter is defined as the identification period; and

(b) The period between the "conveyance date" and midnight of the earlier of the 180th day thereafter or the due date (including extensions) of the taxpayer's tax return for the taxable year in which the transfer of the relinquished property occurs is defined as the exchange period.

(11). Within 45 days after the transfer of Property A from Exchangor to Intermediary, referred to as the "Conveyance Date," Exchangor shall by written notice to Intermediary identify Replacement Property anywhere in the United States. Such notice from Exchangor shall unambiguously identify the Replacement Property by street address or legal description. Thereafter Intermediary shall undertake to acquire the Replacement Property upon such terms or pursuant to such agreement as Exchangor has negotiated with the seller of such Replacement Property. Provided, however, that Intermediary shall incur no liability to Exchangor under this agreement if efforts to purchase Replacement Property on the terms and conditions specified by Exchangor shall be unsuccessful. All agreements to purchase shall be executed by or assigned to Intermediary and title to the Replacement Property shall be recorded in Intermediary's name. Intermediary shall immediately thereafter convey the Replacement Property to Exchangor subject to, and subject only to, such title defects or exceptions as Exchangor has approved, in writing, prior to the acquisition; provided, however, that Intermediary's conveyance to Exchangor shall constitute full compliance with any express or implied warranties to which Intermediary would otherwise be subject. In the alternative, title to the Replacement Property may be conveyed by direct deed from the seller to Exchangor, in accordance with Paragraph 12.

(12). The Intermediary shall not be required to make any warranties or representations regarding Property A which are not guaranteed by Exchangor. Further, the Intermediary shall not be required to make any warranties or representations regarding the Replacement Property which would survive as to the Intermediary following conveyance of the Replacement Property.

(13). To the extent permitted by IRC §1031 and the Regulations promulgated under it, legal title to Property A and/or the Replacement Property may be transferred directly from the Exchangor to Purchaser, or from the Replacement Property Seller to Exchangor. The means for accomplishing such direct deeding may require the execution of an Assignment of Real Estate Purchase & Sale Agreement between the Exchangor and the Intermediary for Property A, and a separate such agreement between the Exchangor and the Intermediary for the Replacement Property.

(14). Exchangor acknowledges and agrees that:

(15). Except for payments made from the Exchange Account to reimburse Exchangor for expenses paid by Exchangor for the sale of Property A or the acquisition of Replacement Property, such as appraisal or title reports, earnest money, etc., which reimbursement shall be permitted upon written request from Exchangor and which payments are authorized under Treasury Regulation §1.1031(k)-1(g)(7)(ii), the Exchangor shall not be entitled to receive any portion of the exchange account or any growth factor of it nor to receive, pledge, borrow or otherwise obtain the benefits of money or other property prior to the termination of this agreement.

(16). All interest earned on the Exchange Account shall be for the benefit of Exchangor, and shall be reported as interest income on Exchangor's tax return, regardless of whether the interest is applied to the purchase of Replacement Property or is received by Exchangor in cash as part of the distribution of the Exchange Account to Exchangor upon termination of this agreement.

(17). This Agreement shall terminate and the Exchange Account shall be paid to Exchangor by the intermediary under the following conditions:

(18). Any dispute as to the interpretation of the content, extent, or applicability of this Agreement or Exchangor's instructions to Intermediary shall be immediately arbitrated.

(19). All notices provided or required to be given under this Agreement shall be deemed to have been given, served, and delivered if mailed by United States registered or certified mail addressed to the party entitled to receive the same at the address specified in this Agreement; provided, however, that any party may change its mailing address by giving to the other parties written notice of its new mailing address, and any notice so given shall be deemed to have been given, served, and delivered on the date following the date on which the notice was mailed in the manner provided here.

(20). Time is of the essence of this Agreement.

(21). This Agreement may not be amended or modified in any respect whatsoever except by an instrument in writing signed by the parties here. This Agreement constitutes the entire agreement between the parties with respect to the subject matter here. If any provisions of this Agreement shall be held invalid, such invalidity shall not affect any other provision here.

(22). This Agreement shall be construed in accordance with the laws of the State of _________. This Agreement may be executed in duplicate counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same agreement.

(23). This Agreement inures to the benefit of and binds all parties here, their heirs, legatees, devisees, administrators, executors, successors and assigns.

EXHIBIT “A”.

[Legal Description]