1031 Exchange Documents

EXCHANGE AGREEMENT

This Agreement, made as of the day of , 20 , between

(referred to herein as "Owner"), and

(referred to herein as "Exchangor").

WITNESSETH:

WHEREAS, the Owner has executed a contract for the sale of certain real property located in , County, . The contract is attached to this agreement as Exhibit A.

The Owner desires to exchange the property covered by the contract for other real property of like kind within the meaning of I.R.C. § 1031 and to qualify the exchange as a nonrecognition transaction under I.R.C. § 1031 and § ( ).

WHEREAS, Treas. Reg. § 1.1031(k)-1(g)(4) provides for a "qualified intermediary" safe harbor for determining whether a transaction qualifies as a like-kind exchange. It is the desire of the parties to this Exchange Agreement to meet the conditions of this safe harbor.

WHEREAS, the parties to this Exchange Agreement desire to enter into an exchange agreement as required by Treas. Reg. § 1.1031(k) 1(g)(4) and to otherwise qualify the contemplated transactions under the qualified intermediary safe harbor provided in the above regulations.

THEREFORE, in consideration of the mutual promises herein contained, Owner and Exchangor agree as follows:

FIRST

A. Assignment of Contract Rights to Transfer Relinquished Property. Owner hereby assigns to Exchangor all of the Owner's rights in the contract attached as Exhibit A. The purpose of the assignment of the contract rights is for the Exchangor to be treated as acquiring and transferring the property covered by the contract as provided in the regulations cited above.

B. Notice to Party of Contract to Transfer Relinquished Property. Owner represents that it has, or will, on or before the closing date for the assigned contract, provide notice to the other party to the contract that the Owner's rights in the contract have been assigned as set out herein. The form of the notice shall be as set out in Exhibit B. Copies of said notice shall be sent to the Exchangor.

C. Amount Received on Closing. The amount received on the closing of the above contract shall go directly to the Exchangor to be deposited and used as set out herein. The Exchangor does not have to attend the closing.

D. Contract to Acquire Replacement Property or Properties. Owner shall attempt to enter into a contract for the acquisition of replacement property. If such contract is executed, the Owner shall then assign his rights under the contract to the Exchangor. The purpose of the assignment will be for the Exchangor to be treated as acquiring and transferring the replacement property covered by the contract as provided in the regulations cited above. The Exchangor shall in no way assume the obligations under the contract or any potential liability of the Owner, or any other person, in connection with the contract or the underlying property.

E. Notice to party of Contract to Acquire Replacement Property. Owner represents that it will, before the closing date of any contract for purchase of replacement property, provide notice to the seller(s) of such property that the Owner's rights in the contract have been assigned to the Exchangor. The form of the notice shall be essentially the same as that set out in Exhibit B. Copies of the notice shall be sent to the Exchangor.

SECOND

A. Deposit into Escrow Account. Upon closing of the contract subject to the assignment herein, the amount received shall be deposited with the Exchangor. The amount received on the closing of contract will be the sales price of the covered property less any commissions and closing costs charged to the Owner. The Exchangor shall establish one account styled Escrow Account.

B. Identification of Property to be Acquired. No later than forty-five (45) days after the closing of the contract attached as Exhibit A, the Owner shall identify by written notice to the Exchangor the replacement property to be acquired with the Escrowed Funds. The identification shall be as provided in Treas. Reg. § 1.1031(k)-1(c). This Exchange Agreement shall automatically terminate if suitable like-kind exchange property is not properly identified within forty-five (45) days of the date of the closing of the contract attached as Exhibit A or if replacement property is not received by the Owner within the time limit stated in paragraph C of this Article SECOND.

C. Acquisition of Property. No later than one hundred and eighty (180) days after the closing of the contract attached as Exhibit A, the replacement property shall be received by the Owner or this Exchange Agreement shall terminate. If the Owner properly identifies replacement property as provided in Treas. Reg. § 1.1031(k)-1(c), executes a contract to purchase the replacement property, and assigns his rights under such contract to the Exchangor as discussed in Paragraph D of Article FIRST, the Exchangor shall be obligated to apply the Escrowed Funds to the purchase of such replacement property. The Exchangor shall not be authorized to disburse money from escrow under any other circumstance, except as otherwise provided herein.

Any closing costs, attorney’s fees or additional costs related to the acquisition of the replacement property may be paid from the Escrowed Funds or by the Owner.

In the event the Escrowed Funds are insufficient to purchase the replacement property identified by the Owner, the Owner shall contribute additional funds for such purpose, or shall arrange financing sufficient to allow the acquisition of such property.

In the event the Owner's Escrowed Funds exceed the purchase price of the replacement property, and the other costs and expenses of acquiring such property, the Exchangor shall distribute such funds to the Owner.

D. Disbursement of Escrowed Funds upon the Owner's Failure to Identify Replacement Property or upon Failure to Acquire Replacement Property. Upon either: (1) the Owner's failure within the time allowed in Paragraph B of this Article SECOND to properly identify replacement property, or (2) failure, for whatever reason, to complete the acquisition of the identified replacement property within the time limitation set forth in paragraph C of this Article SECOND, the Exchangor shall distribute the Escrowed Funds and interest to the Owner, less the Exchangor's fee.

E. Investment of Escrowed Funds. During the period that the Escrowed Funds are on deposit with the Exchangor, the Exchangor shall invest the Escrowed Funds in an interest-bearing money market account(s).

F. Owner's Escrowed Funds. The Escrowed Funds to which the Owner is entitled under the terms of this Exchange Agreement shall be the sale proceeds, less any commissions and closing costs charged to the Owner, as set forth in Paragraph A of this Article SECOND, and less the Exchangor's fee, plus any interest on the Escrowed Fund.

G. Liability of Exchangor. Nothing in this Exchange Agreement shall obligate the Exchangor to pay or transfer any money unless the Exchangor pursuant to the provisions herein has first received the same. The Exchangor is to act as depository only, and is not responsible or liable in any manner for the insufficiency, correctness, genuineness or validity of any instrument deposited with it, or with respect to the form or execution of same or identity, authority, or right of any person executing, depositing or receiving same.

H. Resolution of Dispute. If there is a disagreement between the Exchangor and the Owner, or any other person or party, resulting in adverse claims and demands being made in connection with or for any documents, money or property involved, or affected, the Exchangor shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and in so refusing to make any delivery or other disposition of any documents, money or property involved, or affected, the Exchangor shall not be or become liable for its refusal to comply with such conflicting or adverse demands.

(a) All differences shall have been adjusted by agreement and Exchangor shall have been notified in writing, signed by all the parties interested, or

(b) The rights of the adverse claimants shall have been fully adjudicated in a court assuming and having jurisdiction of the parties and documents, money and property involved or affected. Exchangor is given the right to bring an action in interpleader in such a court to resolve the rights of the adverse claimants to the documents, money and property deposited with it pursuant to this Agreement.

I. Indemnification. The Owner agrees to indemnify and hold harmless the Exchangor from and against any and all losses, costs, damages, liabilities or expenses, including cost of reasonable attorney's fees to which the Exchangor may be put or which it may incur by reason of or in connection with this Agreement; provided, however, that the Owner shall not indemnify the Exchangor with respect to any such losses, costs, damages, liabilities or expenses occasioned by the Exchangor's gross negligence or willful or wanton acts.

The Owner agrees not to bring any claim against the Exchangor provided the Exchangor carries out this Exchange Agreement in accordance with the terms of such Agreement.

J. Exchangor Fee. The Exchangor shall receive a fee of ( ) as compensation for its services hereunder, which fee may be paid from the Escrowed Funds.

K. Resignation of Exchangor. The Exchangor may resign upon giving thirty- (30) days notice to the Owner. In the event of such resignation, a new Exchangor shall be immediately designated by the Owner.

L. Notices. All notices sent pursuant to this Agreement shall be in writing, signed by the party sending the notice, and shall be sent First Class mail, postage prepaid, or hand delivered to the recipient. For purposes of this Agreement, notice shall be sent to the parties at the following addresses:

Owner:

Exchangor:

IN WITNESS WHEREOF, the parties have signed this Exchange Agreement on the day and year first written above.

EXHIBIT B

NOTICE OF ASSIGNMENT

DATE:

IN RE: , Seller, and

, Buyer.

TO: , Seller

FROM: , Buyer

PLEASE TAKE NOTICE: On (date), the Buyer and Seller executed an Agreement providing for the sale of that certain real property described as:

Buyer hereby gives Seller formal notice that all rights and privileges under the above agreement have been assigned to:

All questions may be addressed to the undersigned.