Recitals

WHEREAS, Exchangor is the owner of certain property located in the United States of America, and

WHEREAS, a Purchaser desires to acquire the relinquished property, pursuant to the terms of a Purchase and Sale Agreement between Purchaser and Exchangor for the acquisition thereof; and

WHEREAS Exchangor desires to effect a tax deferred exchange pursuant to Section 1031(a) of the Internal Revenue Code; 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 agree as follows:

Agreement

1. Closing Instructions. The terms and conditions set forth herein shall constitute both an agreement between the parties hereto and supplemental closing instructions for the parties with a closing entity; for the transfer of the relinquished property to Purchaser for the consideration and on the terms and conditions provided.

2. Exchange. Exchangor intends to effect a 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.

To permit Exchangor to be entitled to the benefits of a tax deferred exchange, the parties hereto agree as follows:

1. In order to avoid the duplication of transfer fees, escrow costs, title insurance, 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 instructions, title to the relinquished property shall be conveyed directly from Exchangor to Purchaser.
2. Exchangor shall execute the proper deed in favor of Purchaser and instruct escrow holder to deliver such deed when said escrow holder holds for Intermediary the total sum of the sales price less payment for costs of sale applicable thereto plus any prorations or costs of sale applicable to Exchangor as evidenced by closer's net sheet; approved by Intermediary and Exchangor and subject to encumbrances of record.
3. Exchangor agrees that Intermediary shall hold the net proceeds from the closing herein until such time as Exchangor has located suitable like-kind property or properties in which to exchange, which shall be described as replacement property. Thereafter Exchangor shall instruct Intermediary to acquire said replacement property on the terms and conditions negotiated by Exchangor as evidenced by a written agreement for the purchase thereof. Exchangor relinquishes any and all rights to instruct Intermediary to tender the proceeds held by Intermediary directly to Exchangor. However, should Exchangor fail to identify the replacement property or properties within a period of 45 days from the transfer of title of the relinquished property, if not previously identified, or fail to acquire title to the replacement property within a period of the earlier of 180 days from the transfer of title of the relinquished property or the due date of the tax return, and upon written instructions of the occurrence of either of the above, Intermediary shall be obligated to tender forthwith the proceeds from the disposition of the relinquished property.
4. 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 and then, to the extent necessary, from the funds of Exchangor.

3. Closing. The closing shall occur by closing entity delivering the proper deed of the relinquished property to Purchaser when closing entity obtains the appropriate purchase price and showing title to the property vested in Purchaser.

4. Offer. A condition of this Agreement is the delivery to Exchangor of an executed copy hereof on or before closing. This condition is solely for the benefit of Exchangor.

5. Possession. Subject to the provisions hereof, possession of the relinquished property shall be given to Purchaser as of the date of closing.

6. Deposits. All documents and funds to be deposited by Exchangor with closing entity shall include:

1. A proper deed conveying the relinquished property to Purchaser;
2. All documents and/or statements of information as may be required by closing entity in order to close this transaction as the first phase of a multi-party tax deferred exchange; and
3. Funds required by closing entity to pay for such costs and proration which are to be borne by Exchangor, if any.

All documents to be deposited by Intermediary with closing entity shall include:

1. All documents and statements of information, including appropriate corporate resolutions and the exchange agreement as may be required by closing entity in order to close this transaction as the first phase of a multi-party tax deferred exchange.

All documents to be deposited by Purchaser with closing entity shall include:

1. All documents and statements of information as may be required by closing entity in order to close this transaction as the first phase of a multi-party tax deferred exchange;
2. All funds required by closing entity to pay such costs and prorations, including the purchase price or the balance of the purchase price, which are to be borne by Purchaser.

7. Prorations. Prorations, if any, are those set forth in the closing instructions approved by Exchangor and Intermediary.

8. Costs. Exchangor shall pay for only those costs previously agreed to with Purchaser and set forth in the closing instructions approved by Exchangor and Intermediary.

9. Intermediary's Fees. Exchangor agrees to compensate Intermediary for the performance of the services of such as described herein in an amount agreed to by both parties upon closing. Exchangor and Intermediary expressly agree that any cash proceeds received from the disposition of the relinquished property shall be held and invested in certificates of deposit, cash management, working capital or money market accounts, bankers acceptance or U.S. obligations in the discretion and through financial institutions of Intermediary. Said investment account shall be in the name of Intermediary and shall require the signature of an authorized officer of Intermediary to permit the withdrawal of any portion thereof. By the terms hereof, Intermediary shall only be required to participate in the withdrawal of funds when instructed by Exchangor and only when the instructions involve the acquisition of the replacement property or the disposition of said proceeds by Intermediary to Exchangor pursuant to the terms of paragraph 2(c) above.

10. Time of Essence. Time is of the essence hereof.

11. Notices. Any notice to be given hereunder shall be given by personal delivery or by depositing such notice in the United States mail, duly registered or certified, with postage prepaid, addressed as follows:

Intermediary
Greater Illinois Tax Deferred Exchange Corporation
120 N LaSalle Street
Suite 900
Chicago, IL 60602

Exchangor
___________________________________
___________________________________
___________________________________
___________________________________

Purchaser
___________________________________
___________________________________
___________________________________
___________________________________

Any party hereto may, from time to time, by written notice to the other, as applicable, designate a different address which shall be substituted for the one specified above. If any notice or other document shall be sent by certified mail as aforesaid, the same shall be deemed to have been effectively served or delivered at the expiration of 24 hours following deposit of said notice in the United States Mail in the manner set forth above.

12. Assignment. Neither this Agreement nor any interest herein shall be assignable by any party hereto without the prior written consent of the others, as applicable.

13. Indemnity. Exchangor does hereby indemnify Intermediary and hold it harmless from any loss, costs, expenses or liability it may incur subsequent to the closing which results from Intermediary's participation in the exchange of property as described herein, to the extent such loss, cost, expenses or liability arise out of Intermediary's transfer of said relinquished property or any property involved in the exchange, or arising out of any challenge by any duly constituted legal authority as to the tax ramifications of this exchange transaction. The indemnity provided for herein shall include any liability, directly or indirectly caused by the presence on, under, or about the relinquished property, of any hazardous materials and any costs or expenses for repair, clean-up, or detoxification of any of said property. Exchangor acknowledges that Intermediary has made no representation as to the tax consequences of the exchange transaction, except as those set forth in Section 1031 of the Internal Revenue Code, and that Intermediary has participated in this transaction solely for independent business reasons. This indemnity, however, does not extend to the remaining contractual obligations set forth herein pertaining to the acquisition and disposition of the personal property referred to above and any subsequent replacement property or properties of this contemplated exchange.

14. Reporting Requirements. Exchangor agrees that to the extent required, Exchangor shall satisfy any and all reporting requirements of any Federal, State, Municipal, or other governing authority for recipients of funds paid to or by Intermediary on behalf of and at the direction of Exchangor.

15. Independent Tax and Legal Advice. Intermediary has advised Exchangor to seek independent tax and legal advice both as to the income tax consequences of the exchange as contemplated by Exchangor and as to the legal effect of this agreement.

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

17. Inurement. Subject to the restrictions against assignment as herein contained, this Agreement shall inure to the benefit of, and shall be binding on, the assigns, successors in interest, personal representative, estates, heirs, and legatees of each of the parties hereto, as applicable.

18. 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.