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1/12/79

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, the Museum and the Smithsonian agree as follows:

[[underlined]] FIRST: [[/underlined]] [[underlined]] Transfer of Tangible Personal Property. [[/underlined]]

The Museum will convey, assign and transfer to the Smithsonian all articles of tangible personal property owned by it, including its collections and related documentation and research materials.

[[underlined]] SECOND: [[/underlined]] [[underlined]] Transfer of Real Property. [[/underlined]] The Museum will convey, assign and transfer to the Smithsonian all of its real properties, located in and around Northeast "A" Street in Washington, D.C., together with any other real property or interests in real property owned by the Museum, as listed on Schedule #1 attached hereto.

[[underlined]] THIRD: [[/underlined]] [[underlined]] Transfer of Other Assets. [[/underlined]] The Museum will convey, assign and transfer to the Smithsonian all funds, and all pledges of funds and of other property, which have been acquired by gift, grant, devise, earnings, admissions' charges, contract or in any other manner, comprising the financial resources of the Museum.

[[underlined]] FOURTH: [[/underlined]] [[underlined]] Liabilities. [[/underlined]] Upon transfer to the Smithsonian of the assets referred to above, the Smithsonian shall be responsible for all of the Museum's financial liabilities, provided, however, that the Smithsonian shall not be responsible for more that $400,000 in liabilities (including mortgage liabilities) which exceed unrestricted funds available from the Museum upon transfer. The parties anticipate that this amount will be