Exhibit 5, 342 FW 3 Sample Conveyance  of Easement	FWM#: 368 (Supersedes Exhibit 3, 342 FW 3, 06/09/94,  FWM 143) Date: June 17, 2001 Series: Real Property Part 342: Realty Operations Originating Office: Division of Realty
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        THIS INDENTURE, Made this _____ day of (Month), (Year) by and between ___________of ____________, in the County of __________, State of __________, parties of the first part, and the UNITED STATES OF AMERICA, acting by and through the Secretary of the Interior or his authorized representative, party of the second part,

        WHEREAS, The Secretary of the Interior is authorized to acquire interest in land and water suitable for use as wildlife habitat, and

        WHEREAS, the land and water described below is essential for wildlife habitat;

        NOW THEREFORE, for and in consideration of the sum of ___________Dollars ($_________), the parties of the first part hereby convey to the United States, commencing with the acceptance of this indenture by the Secretary of the Interior or his authorized representative, which acceptance must be made within _____ months of the execution of this indenture by the parties of the first part, or any subsequent date as may be mutually agreed upon during the term of this option, an easement or right of use for the maintenance of the land and water described below as a wildlife habitat area in perpetuity, including the right of access thereto by authorized representatives of the United States:

Said lands contain ______ hectares (____acres), more or less, all being located in ___________County, State of _______.

        Subject, however, to all existing rights-of-way; to all outstanding mineral rights; to rights of the UNITED STATES OF AMERICA and third parties under patents of record; and to rights of third parties under oil and gas leases of record.

        The parties of the first part, for themselves and for their heirs, successors and assigns, covenant and agree that they will cooperate in the maintenance of the aforesaid land and water as wildlife habitat; and to that end and for the purpose of accomplishing the intent of this indenture, it is agreed as follows:

        The parties of the first part shall not:

        1.

        2.

        The party of the second part shall have the right:

        1.

        2.

        1. This indenture shall not be binding upon the UNITED STATES OF AMERICA until accepted on behalf of the United States by the Secretary of the Interior or his authorized representative, although this indenture is acknowledged by the parties of the first part to be presently binding upon the parties of the first part and to remain so until the expiration of said period for acceptance, as hereinabove described, by virtue of the payment to parties of the first part, by the UNITED STATES OF AMERICA, of the sum of One Dollar, the receipt of which is hereby expressly acknowledged by parties of the first part.

        2. Notice of acceptance of this agreement shall be given the parties of the first part by certified mail addressed to
__________________ at __________________ and such notice shall be binding upon the parties of the first part without sending a separate notice to each.

        3. Payment of the consideration will be made by Disbursing Officer's check after acceptance of this indenture by the Secretary of the Interior or his authorized representative, and after the Attorney General or in appropriate cases, the Field Solicitor of the Department of the Interior, shall have approved the easement interest thus vested in the United States.

IN WITNESS WHEREOF, the parties of the first part have hereunto set their hands and seals as of the day and year above written.

_______________________(L.S.)                 _______________________(L.S.)

_______________________(L.S.)                 _______________________(L.S.)

_______________________(L.S.)                ________________________(L.S.)

STATE OF      )
                        ) ss.
COUNTY OF )

        On this _____day of __________, in the year 20__, before me personally appeared ____________ and _______________ his wife, known to me to be the person(s) described in and who executed the foregoing instrument and acknowledged to me that they (he) (she) executed the same as their (his) (her) free act and deed.
 

                                                                                    ____________________________
 

                                                                                    ____________________________
                                                                                            (Official Title)

(SEAL) My Commission expires ________________

        The Secretary of the Interior, acting by and through his authorized representative, has executed this agreement on behalf of the United States this ______ day of ___________, 20__.

                                                                                                                THE UNITED STATES OF AMERICA

                                                                                                    By ____________________________________

                                                                                                    Title ____________________________________
                                                                                                                U.S. Fish and Wildlife Service