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EXHIBIT A TO AMENDMBBT TO OPTION TO PURCHASE AND OPTION TO SELL , , 03/97 DEFERRED LIKE-KIND REAL PROPERTY ExcHANGE AGREEMENT (with Assignment and "Direct Deed" ?rovision.> This Exchange Agreement, dated is made and entered into by and among the , 19_ following partie61 ( "Exchanger") , --= ('. purchaseX'") Company (nORNTICn). and Old Republic National Title Insurance Whereas, Exchanger and purchaser have Agreement ("Agreement"), dated Exchanger agreed to sell .nd pur~haser agreed property located at r State of entered into an , 19____, wherein to buy certain real . County of (the "Relinquished propertytt); and Whereas, gxchanger intends to transfer its interest in the ~elinquished property according to the terms of the Agreement and this Exchange Agreement sO as to qualify the transfer as a deferred like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, (the "Code"), and Treasury Regulation section 1.1031(k)-1 (the "R.egulations"), as both may be amended, and purchase:r has ~greed to cooperate with Exchanger to facilitate such a qualifying transfer, and ORNT!C has agreed to faci!itate such e1Cchange by acting as a "qualified intermediary" as that term is defined in the Regulations. Therefore, for "a11.1able consic.ieration, the parties hereto agree as follows: 1. Exchanger hereby assigns to ORNT!C all of Exchanger's rights in the A9:reement, and purohaser ackno~ledges notice of and hereby consents to such assignment. Notwi thstanding th~ foregoing, ORNTIC at closing shall direct Exchanger to tranSlfeX' and convey E:x.changer's title to the Relinquished Property directly to purchaser according to the terms and conditions of the Agreement, and axchanger agrees to do so. At clo.inS puX'chaliler shall tranliilfer to ORNTIC, p\1rliiluant to the foregoing assignment, all the net proceedS of sale (the .mount payable to the seller on the closing or settlement statement after reductions from the gross amount due) which would have been due anc.i payable at closing to Exchanger but for the' assignment. In the event the transfer does not take place as contemplated hereunder, ORNTIC shall immediately reassign to Exchanger, without recourse, its rights and obliga.tions unde.r the Agreement, and E1Cchanger agrees to accept the re'assignment. 2. ORNTIC shall within a reasonable time after closing deposit all the net proceeds of sale :received by it in a fed6~ally insured financial institution selected by it at its discretion. ORNTIC shall not be responsible for'maximizing 6U