(A). In order to effectuate the goals of the parties, the Purchase and Sale Agreement for Parcel "A" and the Purchase and Sale Agreement for Parcel "B," attached here as Exhibit "C" and "D" respectively, are amended and modified by the provisions of this Agreement. First Party is exchanging its interest in Parcel "A" for Parcel "B," with Second Party who is acquiring Parcel "A" and is acquiring Parcel "B" from Third Party for purposes of exchanging Parcel "B" with First Party for Parcel "A," and Third Party agrees to transfer Parcel "B" to Second Party and will be paid for Parcel "B" from the proceeds of the transfer of Parcel "A" to Second Party and undertakings more fully set out in the attached Exhibits "C" and "D."

(B). The parties agree to execute such additional or supplemental instructions to these as may be necessary to consummate this transaction. This Exchange Agreement and all executed documents and the funds described here and/or in Exhibit "C" and "D" here will be deposited with _________ Closing Agent. For the convenience of the parties, if necessary or desirable, originals of this Agreement may be executed in counterpart by the parties and assembled in closing into one agreement bearing the signatures of all parties.

(C). For purposes of prorations, the date of closing shall be [date]. All taxes, interest, reserves and other liens on Parcel "A" and Parcel "B" shall be prorated as of the closing date.

(D). Third Party agrees to sell and Second Party agrees to purchase Parcel "B," the exchange property, for a total purchase price and on such terms as set out on Exhibit "D." Third Party understands and agrees that Second Party is exchanging Parcel "B" to First Party under the terms of Paragraph E below, and First Party and not Second Party is responsible for the purchaser's obligations set out on Exhibit "D." For the sake of convenience, all parties agree that at closing and upon payment into closing Second Party is relieved of any and all liability or responsibility with regard to Parcel "B," the exchange property. In order to save additional documentation and additional closing costs, it is agreed that the Third Party shall directly convey to the First Party the Parcel "B" property.

(E). First Party, in consideration of the conveyance to First Party of Parcel "B," the exchange property, agrees to exchange its interest in Parcel "A" to the Second Party under the provisions of Section 1031 of the Internal Revenue Code. Second Party will be credited with the purchase price of Parcel "A" on closing for the transfer of Parcel "B," the exchange property, to the First Party.

(F). Third Party shall pay all seller's closing costs and expenses, recording fees, excise tax, and one-half of the closing fee in connection with Parcel "B," the exchange property. Second Party shall pay purchaser's one-half of closing fee and purchaser's normal closing costs in connection with Parcel "A." First Party shall pay all seller's closing costs and expenses, recording fees, excise tax, and one-half of the closing fee in connection with Parcel "A" and shall pay purchaser's one-half of closing fee and purchaser's normal closing costs in connection with Parcel "B."

(G). It is understood and agreed that the contingencies contained in Exhibit "C" and in Exhibit "D" have been satisfied.