This is a sample document for those interested in reviewing the actual legal language used in GITDEC Exchange documents.

Delayed (Phase II) Assignment Agreement

This Agreement is entered into _________ ___, 2000 by and between Jane Q. Public, hereinafter "Exchangor", Kenneth T. Adams, hereinafter "Seller", and Greater Illinois Tax Deferred Exchange Corporation, an Illinois corporation, hereinafter "Intermediary".

Recitals

WHEREAS, Exchangor by Exchange Agreement dated February 24, 2000, has transferred certain real property located in the County of Cook, State of Illinois, commonly known as 1234 Main Court, Anytown, Illinois, "Relinquished Property" to Intermediary to effect a delayed tax-deferred exchange pursuant to the provisions of Section 1031 of the Internal Revenue Code; and

WHEREAS, Exchangor has selected suitable like-kind property in which to exchange located in the County of Cook, State of Illinois, commonly known as 9876 N. Taylor Drive, Chicago, hereinafter "Replacement Property" and

WHEREAS, Seller, as the owner of said Replacement Property, has entered into a Purchase and Sale Agreement, a copy of which is attached hereto as Exhibit "1" and is incorporated herein by reference, for the transfer of ownership thereto; and

WHEREAS, Intermediary is a corporation in good standing doing business under the laws of the State of Illinois and is regularly engaged in the business of acting as an intermediary in tax deferred exchanges; and

NOW THEREFORE, the parties hereto, Exchangor, Seller, and Intermediary, agree as follows:

Agreement

1. Assignment. Exchangor hereby conditionally assigns all of his rights, title, and interest in and to that certain Purchase and Sale Agreement, Exhibit "1" and certain of his obligations thereunder to Intermediary. More particularly, Exchangor assigns his obligation to purchase replacement property specifically conditioned upon Exchangors performing all other obligations required of Exchangor to Seller and any obligations surviving the close of escrow and transfer of title to Exchangor. Seller hereby consents to said conditional assignment and agrees to relieve Exchangor of the obligation to purchase the replacement property and accept in the place and stead of Exchangor, the obligation of Intermediary. Intermediary agrees to assume this obligation and to perform said obligation in the manner provided for therein.

2. Supplemental Exchange Instructions. Exchangor intends to effect a delayed tax-deferred exchange pursuant to the provisions of Section 1031(a) of the Internal Revenue Code, the regulations promulgated thereunder, applicable court cases, and to the extent applicable, state franchise tax statutes. The terms and conditions set forth herein shall constitute both an agreement between the parties hereto and supplemental escrow instructions to Another Title Company, hereinafter "Escrow Holder", for the transfer of the replacement property to Exchangor, for the consideration and on the terms and conditions provided herein and as set forth in Exhibit "1" attached hereto. To permit Exchangor to be entitled to the benefits of a delayed tax deferred exchange, the parties hereto agree as follows:
   1. In order to avoid the duplication of transfer fees, escrow costs, and the like, the parties agree that the obligation to make any deed transfer provided for herein may be fulfilled by the party obligated to make the transfer conveying title to the property directly to the intended transferee. Thus, on appropriate escrow instructions, title to the replacement property shall be conveyed directly from Seller to Exchangor.
   2. Seller shall execute the deed in favor of Exchangor and instruct Escrow Holder to deliver such deed when said Escrow Holder obtains for seller the total sum of $184,000 less payment for costs of sale applicable thereto plus any proration or costs of sale applicable to Exchangor as evidenced by Escrow Holder's "net sheet" approved by Intermediary, Exchangor and Seller and subject to encumbrances of record.
   3. All costs of acquiring the replacement property including cash payments toward the purchase price and all other acquisition fees incident thereto shall be borne first from the proceeds held by Intermediary pursuant to the provisions of the Exchange Agreement between Exchangor and Intermediary, a copy of which is attached hereto as Exhibit "2" and is incorporated herein by reference, if any, and then, to the extent necessary, from funds of Exchangor.

3. Prorations and Costs. Prorations and costs are those set forth in the escrow instructions approved by Exchangor, Seller and Intermediary.

4. Indemnity. Exchangor does hereby indemnify Intermediary and hold it harmless from any loss, costs, expenses, or liabilities it may incur subsequent to the close of escrow, which result from Intermediary's participation in the exchange of property as described herein, to the extent such loss, costs, expenses or liability arise out of Intermediary's participating in any manner, in the transfer of title to said property, which shall include any liability directly or indirectly, caused by the presence, on, under, or about the replacement property of any hazardous materials and any costs or expenses for repair, clean-up or detoxification of any of said replacement property.

5. Governing Law. All questions with respect to the construction of this Assignment Agreement and the rights and liabilities of the parties hereto shall be governed by the laws of the State of Illinois.

6. Attorney's Fees. In the event of any controversy, claim, or dispute between the parties hereto, arising out of or relating to this Agreement or to the breach thereof, the prevailing party shall be entitled to recover from the other party, or parties, reasonable attorney's fees and costs.

7. Counterparts. This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement which shall be binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterparts.

This agreement has been executed as of the day and year first above written.

EXCHANGOR

________________________________________
Jane Q. Public

INTERMEDIARY

Greater Illinois Tax Deferred Exchange Corporation

By:_____________________________________

SELLER