This Agreement, made in duplicate, this 22d of April, 1906, between Frank N. Wilson, the party of the first part, and B. G. Milliken, party of the second part, each of said parties residing at Los Angeles, California,

WITNESSETH, Whereas, the said party of the first part is the owner of two thousand (2,000) acres of land, situate in Lawrence County, State of Kentucky, the same being described as Sections or Blocks 38 and 39 of the Wilcox Grant, each of said blocks containing one thousand (1,000) acres, the estimated value of said lands being Twenty Thousand ($20,000) Dollars; and

Whereas, said party of the second part is the owner of the majority of the shares of the capital stock of the Milliken Canal & Reservoir Company, a corporation organized under the laws of the State of Idaho, and having a capital stock of $250,000 divided into 5,000 shares of the par value of $50 each, of which stock 3,000 shares are now issued and outstanding, the object and purpose of said Company being the segregation and irrigation of lands under the "Carey Law;" and

Whereas, said party of the first part proposes to sell and convey the aforesaid Kentucky lands to said party of the second part, in exchange for Four Hundred (400) shares of the capital stock of said Milliken Canal & Reservoir Company, and said party of the first part, is willing to make said exchange, provided and on condition that the title to said lands shall be found to be vested in said party of the first part by a good and marketable title, free and clear of all incumbrances, as shall be shown by an abstract of title, to be furnished by the said party of the first part, at his expense:-

Now, therefore, in consideration of the premises and of One ($1.00) Dollar, by each to the other in hand paid, receipt whereof by each is hereby acknowledged, the parties hereto do hereby mutually covenant and agree, as follows, to wit:

The party of the first part, in consideration of the sale and transfer to him of the said 400 shares of said capital stock, hereby agrees to sell and convey to said party of the second part, by a good and sufficient deed, (said deed to contain the usual covenants for quiet enjoyment and that the vendor will defend the title to said premises) - the aforesaid Kentucky lands, and agrees to furnish, at his own cost and expense, an abstract of title thereto, showing said lands vested in him at or after this date, by a good and marketable title, free and clear of all incumbrances.

And said party of the second part, in consideration of the conveyance to him as aforesaid of said Kentucky lands, agrees to sell and transfer to said party of the first part 400 shares of the capital stock of said Milliken Canal & Reservoir Company, and to cause certificates in evidence of said 400 shares to be issued to, and in the name of, said party of the first part.

The abstract of title to be furnished as aforesaid, shall be placed in the possession of the said party of the second part within fifteen days from the date hereof, and, if upon examination thereof, the title to said lands shall not prove satisfactory to said party of the second part, or his attorney, he shall so notify said party of the first part, in writing, and thereupon this contract shall immediately become null and void. If said title, upon such examination, shall be found satisfactory to party of the second part, the said exchange shall be consummated, not later than May 22, 1906, at the office of James Brown in Bryson Block, Los Angeles, California.

In Witness Whereof, the parties hereto have hereunto set their hands and seals the day and year first above written.

FRANK N. WILSON, (seal) B. G. MILLIKEN. (seal)