EXCHANGE TRUST AGREEMENT AGREEMENT dated _______________ , 19 ___ entered into along First American Exchange Corporation, as escrow agent (the "Escrow Agent"), and _____________ _____________ , as Trustee of the __________________________ (the "Exchanger").

WITNESSETH

WHEREAS, Exchanger in the owner of the real estate legally described in Exhibit A of this Agreement (the "Primary Property"); and

WHEREAS, ___________________ ("Purchaser") desires to purchase the Primary Property and Exchanger agrees to sell the Primary Property;

WHEREAS, Escrow Agent and Exchanger have agreed to create the trust provided for in this Agreement in order to facilitate the accomplishment of a tax-deferred exchange under Section 1031(a) (3) of the Internal Revenue Code by Exchanger and that such trust creates a "Qualified Trust" for purposes of IRS Treasury Regulation Section l.1031(k)-l(g)(3); and

NOW THEREFORE, it is mutually agreed as follows:

ARTICLE 1

Initial Escrow Fund

Deposit

1.1 Upon the closing of the transfer of title to the Primary Property pursuant to the Contract of Sale, Purchaser shall deposit $ __________ with Escrow Agent ("Purchaser Funds"), representing the deferred purchase price payable to Exchanger from the transfer of the Primary Property.

1.2 Escrow Agent, on behalf of the Purchaser, shall invest and reinvest the Purchaser Funds in a commercially reasonable manner as directed by the Exchanger.

Escrow Fund

1.3 The Purchaser Funds, and the Exchanger Funds (defined at Paragraph 2.1), together with accumulated income therefrom and any real estate acquired by Escrow Agent pursuant to the tens of this Trust Agreement (prior to conveyance thereof to the Exchanger) shall constitute the "Escrow Fund" under this Agreement.

ARTICLE 2

Exchange

2.1 At any tile and from time to time during the term of the Trust, Exchanger shall designate upon Exchanger's request, a parcel or parcels of real estate (individually "Exchange Property" and collectively the "Exchange Properties") to be acquired by Escrow Agent. For purposes of this Agreement, the "net purchase price" as to an Exchange Property shall mean the cash required for Escrow Agent to consummate the purchase of such Exchange Property after making proper allowances for any mortgages balances and net prorations and paying all title expenses, escrow 'charges, transfer or taxes and other charges reasonably incurred by Escrow Agent with respect to the acquisition of such Exchange Property. If and to the extent that the net purchase price of any Exchange Property approved by Exchanger exceeds the amount of the Escrow Fund then held by Escrow Agent under this Agreement exclusive of accumulated interest earned on the Purchaser Funds, Exchanger agrees to deliver to Escrow Agent prior to the closing date of such Exchange Property the amount of such difference ("Exchanger Funds") to enable Escrow Agent to acquire such Exchange Property, in accordance with the terms described in Paragraph 2.2. Upon the written direction of and on behalf of the Exchanger, the Escrow Agent shall invest and reinvest the Exchanger Funds in the same manner in which the Purchaser Funds are invested. The Exchanger Funds, and income accumulated therefrom, shall be accounted for separately from the Purchaser Funds and income accumulated therefrom. Upon the closing of title of the Exchange Properties as provided hereunder or, if earlier, upon the termination for any reason of this Agreement, the balance, if any, of the Escrow Fund together with all accumulated interest earned thereon1 shall be disbursed to Exchanger.

Acquisition of Exchange Property.

2.3 If on or before 45 days from the date title to the Primary Property is transferred by the Exchanger to the Purchaser (the "Primary Closing"), Exchanger shall identify one or sore Exchange Properties by written notice to Escrow Agent, Escrow Agent shall, subject to paragraph 3.4 hereof and all other provisions hereof, purchase each Exchange Property so identified within 180 days from the date of the Primary Closing, at the purchase price or prices, and upon such other terms and conditions, including but not limited to conditions of title, as shall have been or shall be approved by Exchanger. The Escrow Agent shall first utilize the Purchaser Funds (exclusive of accumulated income earned thereon) to make the required earnest money deposits and to complete the purchase of each Exchange Property. Exchanger agrees to deliver to the Escrow Agent any Exchanger Funds which are required to complete the purchase of each Exchange Property no later than five (5) business days prior to the date such funds are required to be paid pursuant to the purchase and sale contract for the Exchange Property. Escrow Agent shall then utilize, as necessary, the Exchanger Funds and income accumulated from the Exchanger Funds in order to complete the purchase of the Exchange Property. Escrow Agent shall convey each Exchange Property, so purchased, to the Exchanger as soon as practicable upon the same terms, conditions, covenants and conditions of title as those upon which Escrow Agent shall have acquired such Exchange Property; provided, however, that the Escrow Agent shall not be required to execute any instrument containing covenants of warranty. Notwithstanding the preceding sentence, at the closing of the purchase of an Exchange Property by the Escrow Agent, the Escrow Agent, in its sole discretion, may direct the seller of the Exchange Property to convey the Exchange Property directly to the Exchanger.

Termination by Lapse of Time

2.3 In the event the Exchanger shall fail to identify one or more Exchange Properties by written notice to the Escrow Agent on or before 45 days from the date of the Primary Closing, or in the event any funds remain in the Trust 160 days from the date of the Primary Closing, (a) the Purchaser Funds and income accumulated therefrom, and the Exchanger Funds and income accumulated therefrom shall be paid to Exchanger, and (b) this Trust shall thereupon terminate; provided, however, that in the event the Escrow Agent has executed one or more contracts to purchase one or more Exchange Properties (or has received an assignment of same) which have not been acquired by the Escrow Agent within 180 days from the date of the Primary Closing, and the Escrow Agent reasonably determines that it may be liable at law or in equity under such contracts, the Escrow Agent is not required to pay to the Exchanger the funds described in clause (a) until such time as the Escrow Agent obtains a complete release of liability under inch contract from the contract seller thereto.

ARTICLE 3

Escrow Agent's Power and Duties

Title

3.1 Escrow Agent or its nominee shall hold legal title to all property at any time constituting a part of the Escrow Fund and shall hold such property in trust to be administered and disposed of by Escrow Agent or its nominee pursuant to the terms of this Agreement.

No Obligation for Taxes

3.2 Escrow Agent shall have no obligation to pay any moose, profit, or other taxes.

No Representations.

3.3 Exchanger is relying solely on his own inquiry and information, and acknowledges that no party hereto is making any representations or warranty that the transactions contemplated by this Agreement shall entitle Exchanger to the benefits of Section 1031(a) (3) of the Internal Revenue Code.

Reimbursements to Escrow Agent

3.4 Notwithstanding anything to the contrary, if Escrow Agent shall, in its sole discretion, make or be required or required to make any advances or incur or be required or requested to incur any expenses under this Agreement or otherwise on account of the Escrow Fund or incur any expenses b reason of being a party to any litigation in connection with this Agreement or the 3ecrow Fund, or if Escrow Agent shall be compelled to pay money on account of this Agreement or the Escrow Fund, whether for breach of contract, injury to person or property, fines or penalties under any law, or otherwise, except in the case of Escrow Agent's willful :misconduct or gross negligence., Exchanger agrees on demand to pay to Escrow Agent, with interest at the lesser of ________ (___ %) percent per annum or the highest rate per annum permitted by law the amount of all such expenses. advances or payments actually or to be made or incurred by Escrow Agent. plus all of Escrow Agent's out-of-pocket expenses and reasonable attorney's fees, and Exchanger hereby agrees to indemnify, defend and hold Escrow Agent harmless from and against all claims, costs, liabilities, expanses and damages (including attorney's fees and costs) advanced, suffered or incurred by Escrow Agent arising out of the performance of its duties hereunder or any other act or omission by Escrow Agent in connection with the Escrow Fund, the Primary Property or any Exchange Property. Before making demand on Exchanger for any such expenses, Escrow Agent may, at its option, first attempt to satisfy such expenses from the interest earned from the investment of the Exchanger Funds provided for in Paragraph 1.2 then out of the Exchanger Funds and finally out of Purchaser Funds. Escrow Agent shall not be required to convey, transfer or otherwise deal with the Escrow Fund or any part of it until all of the payments, advances and expenses made or incurred by it shall have been paid, with interest, or adequate provision has been made therefor, in the sole discretion of the Escrow Agent.

Sufficient Funds

3.5 Escrow Agent shall not be obligated to pay any money under this Agreement or for the Escrow Fund or to prosecute or defend any legal proceeding involving this Agreement or the Escrow Fund unless it shall elect to do so in its sole discretion with sufficient funds and/or be indemnified to its satisfaction. If Escrow Agent is served with process or notice of legal proceedings or any other matter concerning this Agreement or the Escrow Fund, the sole duty of Escrow Agent shall be to furnish copies of the process or notice to Exchanger.

No Inquiry-Purchaser

3.6 It shall not he the duty of Purchaser to see to the application of the money deposited with Escrow Agent, nor shall anyone who may deal with Escrow Agent be required or privileged to inquire into the necessity or expediency of any act of Escrow Agent or into the provisions of this Agreement. .

Resignation

3.7 Escrow Agent nay at any time resign by serving notice of such intention on Exchanger. Such resignation shall become effective five (5) day. after service of such notice. On such resignation a Successor Escrow Agent may be appointed in writing by Exchanger in accordance with the provisions or Section 3.12 hereof and Escrow Agent shall thereupon convey or transfer the Escrow Fund to such Successor Escrow Agent. If no Successor Escrow Agent is named as. above provided within five (5) days after service of such notices by Escrow Agent, Escrow Agent may deposit or transfer the Escrow Fund into a court of competent jurisdiction and, thereupon, the Escrow Agent shall be relieved and released from all obligations and liabilities hereunder.

Powers of Successor Escrow Agent

3.8 Every Successor Escrow Agent shall become fully vested with all the title, estate, rights, powers and trusts, and shall be subject to the duties and obligations, of its predecessor.

No Inquiry-Escrow Agent

3.9 Escrow Agent shall not be required to inquire into the propriety of any direction given it by any of the parties to this Agreement. Escrow Agent shall have no liability whatsoever arising out of its investment or reinvestment of, or failure to invest or reinvest, the Purchaser Funds or the Exchanger Funds in the absence of such direction.

No Personal Liability

3.10 Escrow Agent shall not be required to assume any personal obligation or liability in dealing with the Escrow Fund or to make itself liable for any damages, costs, expenses, fines or penalties, or to deal with title to the Escrow Fund so long as any money is due to it hereunder including, Without limitation, any Exchanger Funds due or payable hereunder.

Management and Control

3.l1 During the period in which any Exchange Property or any interest therein comprises part of the Escrow Fund (it being contemplated that such period would be no more than an interim period pending Escrow Agent's conveyance provided for in Paragraph 2.2), Escrow Agent shall have no right or duty in respect to the payment of taxes or assessments or insurance, litigation or other matters relating to such Exchange Property or any other part of the Escrow Fund, except on Exchanger's written direction accepted by it and after the payment to it of any money necessary in its opinion to carry out the directions without liability to it. Neither Exchanger nor Purchaser is the agent of Escrow Agent for any purpose, and neither has any authority to contract or to execute leases or do any other act for or in the name of Escrow Agent or to obligate Escrow Agent personally or as Escrow Agent.

Resignation

3.12 If at any tine any property in the Escrow Fund, whether by acquisition, transfer or otherwise, is situated in a jurisdiction in which Escrow Agent is unable or unwilling to act, Escrow Agent may appoint a substitute Escrow Agent or nominee as its agent to act with respect thereto and in connection therewith provided, however, that such substitute Escrow Agent or nominee is not a "disqualified person" as defined in IRS Treasury Regulation Section 1.l031(k)-1(k). Escrow Agent may delegate to any such substitute Escrow Agent or nominee any or all of the powers given to Escrow Agent and shall supervise and control the acts, to the extent possible, of any such Substitute Escrow Agent or nominee acting as its agent.

ARTICLE 4

Miscellaneous Provisions

Recording

4.1 This Agreement shall not be recorded.

Construction

4.2 This Agreement shall be governed by and construed in accordance with the laws of the State of New York. In this Agreement the plural includes the singular and vice versa.

Notices

4.3 All notices. to be given under this Agreement shall be in writing and served personally or by registered or certified mail, return receipt requested, with proper postage prepaid, to the parties at the following addresses:

To Escrow Agent:

To Exchanger:

or such other addresses as any party may have heretofore designated by written notice so served. Each such notice shall be deemed served on the date on which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be.

Severability

4.4 Each of the terms and provisions of this Agreement is and is to be deemed severable in whole or in part and, if any term or provision or the application thereof in any circumstances should be invalid, illegal or unenforceable, the remaining terms and provisions or the application thereof to circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and shall remain in full force and effect.

Counterparts

4.5 This Agreement may be executed in any number of counterparts, which together shall constitute the whole.

Successors and Assigns

4.6 This Agreement and the rights and obligations of the parties hereto shall inure to the benefit of and shall bind the parties hereto and their respective successors and assigns.

IRC Section 1445

4.7 Exchanger hereby certifies, under penalties of perjury, that Exchanger is not a "foreign person" as defined by Section 1445 of the Internal Revenue Code and the regulations. promulgated thereunder, that Exchanger's United States taxpayer identification number is and that Exchanger's address is ______________________________ .

Income From Short-Term Investments

4.8 For federal income tax purposes, income earned on the Purchaser Funds and Exchanger Funds will be attributed to the Exchanger, and the Escrow Agent will report to the Internal Revenue Service the income earned on the Purchaser Funds and the Exchanger Funds in the aforesaid manner, regardless of how such income is actually distributed or applied under the terms of this Trust Agreement. The Exchanger will complete Internal Revenue Service Form W-9 and deliver same to Escrow Agent concurrently herewith or will be subject to backup withholding by the Escrow Agent.

Amendments

4.9 This Agreement is irrevocable and shall not be amended, altered and revoked.

IN WITNESS WHEREOF………