Exchange Authority Document

EXCHANGE AUTHORITY DOCUMENT

This Exchange Authority Document (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Principal is the lawful owner or authorized party with respect to the asset(s) or property identified as: (the "Asset"); and

WHEREAS, Principal desires to engage Agent to act on Principal's behalf to identify, negotiate and effect an exchange, transfer, sale or other disposition of the Asset and to enter into any documentation necessary to complete such exchange as further described herein; and

WHEREAS, Agent represents that Agent has the experience, authority and capacity to perform such services and that Principal will grant Agent the limited authority set forth in this Agreement.

AUTHORITY GRANTED

Principal hereby appoints Agent as Principal's limited agent and attorney-in-fact for the sole purpose of effecting an exchange or disposition of the Asset. Agent shall have authority to negotiate terms, execute agreements, and deliver instruments necessary to consummate the exchange on behalf of Principal, subject to the express limitations described in this Agreement and subject to Principal's prior written approval where expressly required by Principal.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Principal shall pay Agent a fee equal to $ for services rendered under this Agreement, plus reimbursement of pre-approved out-of-pocket expenses.

Payment Schedule: Payments shall be due pursuant to the following schedule: . Invoices are due within days of invoice receipt.

Late Payment: Any undisputed past-due amount shall accrue interest at a rate of (or the maximum rate permitted by applicable law, if lower). Principal agrees to reimburse Agent for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination: Either party may terminate this Agreement for convenience upon prior written notice of to the other party. Either party may terminate for material breach that remains uncured after ten (10) business days' written notice. Termination shall not relieve Principal of obligations to pay fees earned or expenses incurred prior to termination.

Survival: Sections concerning payment, confidentiality, indemnity and governing law shall survive termination or expiration of this Agreement.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary, or business information disclosed by Principal or Agent in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection, including pricing, terms, identities of prospective counterparties and strategic plans.

Obligations: Each party shall (i) use Confidential Information solely for the purposes of performing this Agreement; (ii) limit disclosure to employees, contractors or advisors with a need to know and who are bound to protect such information; and (iii) employ commercially reasonable safeguards to protect Confidential Information. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, lawfully received from a third party without restriction, or independently developed without use of the disclosing party's Confidential Information.

Equitable Relief: The parties acknowledge that a breach of confidentiality may cause irreparable harm and that money damages may be inadequate; accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies.

REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents that it has authority to enter into this Agreement and that performance will not violate any agreement or law to which it is subject. Principal represents that it has the right to authorize exchange of the Asset. Each party agrees to indemnify and hold the other harmless from losses, claims or liabilities arising out of its breach of this Agreement, negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior oral or written agreements relating to the subject matter hereof. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices: All notices under this Agreement shall be in writing and delivered to the addresses provided above or such other address as a party may designate by written notice. Notices are effective upon receipt.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Agent may assign to an affiliate or successor in connection with a sale of substantially all of its business.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

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