P31-Tax Free Exchanges

                        
Seller shall have the right to elect a like-kind exchange of
real property by requiring the conveyance by Buyer to Seller of
good, marketable, fee simple title to other available like-kind
real property acceptable to Seller which Buyer can legally acquire 
from a third party at Seller's direction for this purpose, the 
purchase price of real property to be acquired together with Buyer's 
cost in making such acquisition to be credited against the purchase 
price that would otherwise be payable hereunder.  (Should such 
credit exceed the purchase price otherwise payable hereunder, Seller 
shall pay the difference to Buyer in cash.)
    WHEREAS, the Seller owns a parcel of real estate in ___________
____________________, consisting of approximately _________________
acres, which is generally located as outlined in the plat
attached hereto, marked Exhibit A and made a part hereof and
which is legally described as shown on Exhibit B attached hereto
and made a part hereof.  Said real estate (hereinafter called
"Seller's Land"), has an agreed fair cash market value of $________
_______________.


    WHEREAS, Buyer desires to acquire Seller's Land and the
Seller is willing to convey the same, as now existing, upon the
terms and conditions contained in this Agreement.
    Buyer agrees that it shall acquire, in its name, or in the
name of a nominee, a parcel or parcels of real estate, the
location and conditions of title thereof first having been
designated and approved by the Seller, except as to any
deficiencies which may result from Buyer or its nominee holding
title thereto, and shall convey said land to the  Seller by good
and sufficient quit claim deed or deeds upon the terms and
conditions contained herein.  Said parcel or parcels of real
estate so to be acquired and conveyed by Grantee shall have a
total fair cash market value equal to that of Seller's Land which
is agreed to be $____________.
    The parties agree that the fair cash market value of the land
to be conveyed by Buyer shall be the total cost thereof to Buyer,
excluding, however, any costs or expenses other than the purchase
price of said real estate and such expenses as usually are borne
by the Seller.



    As the privilege of designating a nominee for the convenience
of Buyer, it hereby covenants and agrees that any such
designation shall not release it from any obligation or liability
assumed pursuant to this Agreement and all covenants, agreements
or undertakings binding upon it shall be fully applicable to and
binding upon any nominee designated to acquire and convey title
to any real estate pursuant to this Agreement.
    It is understood and agreed that on or before _________________,
19______, Buyer or its nominee or nominees shall convey to the
Seller the land to be acquired by it, as provided in the
foregoing paragraphs, and the Seller, in even exchange therefore,
then shall convey Seller's Land to Buyer.