AGREEMENT between _________________________________________, (Seller) ___________________ (Buyer) and ___________________ (Escrow Agent).

Simultaneously with the making of this Agreement, Seller and Buyer have entered into a contract (the Contract) by which Seller will sell to Buyer the following property:

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The closing will take place on _____________ (date), at ______ a.m./p.m. at the offices of ________________, located at _________________________, or at such other time and place as Seller and Buyer may jointly designate in writing. Pursuant to the Contract, Buyer must deposit _____________ (amount) ($________) as a down payment to be held in escrow by the Escrow Agent.

The _____________ (amount) ($________) down payment referred to herein above has been paid by Buyer to Escrow Agent.

Escrow Agent acknowledges receipt of _____________ (amount) ($________) from Buyer by check #________ subject to collection.

If the closing takes place under the Contract, Escrow Agent at the time of closing shall pay the amount deposited with Agent to Seller or in accordance with Seller’s written instructions. Escrow Agent shall make simultaneous transfer of the said property to the Buyer. If no closing takes place under the Contract, Escrow Agent shall continue to hold the amount deposited until receipt of written authorization for its disposition signed by both Buyer and Seller. If there is any dispute as to whom Escrow Agent is to deliver the amount deposited, Escrow Agent shall hold the sum until the parties’ rights are finally determined in an appropriate action or proceeding or until a court orders Escrow Agent to deposit the down payment with it. If Escrow Agent does not receive a proper written authorization from Seller and Buyer, or if an action or proceeding to determine Seller’s and Buyer’s rights is not begun or diligently prosecuted, Escrow Agent is under no obligation to bring an action or proceeding in court to deposit the sum held, but may continue to hold the deposit. Escrow Agent assumes no liability except that of a stockholder. Escrow Agents duties are limited to those specifically set out in this Agreement. Escrow Agent shall incur no liability to anyone except for willful misconduct or gross negligence so long as the Escrow Agent acts in good faith. Seller and Buyer release Escrow Agent from any act done or omitted in good faith in the performance of Escrow Agents duties.

Special provisions: ____________________________________________________

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Whereof the parties sign their names this ____ day of _________ (month), ____ (year).

Signed in the presence of:

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Witness Seller

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Witness Buyer

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Witness Escrow Agent