Escrow Number _________ Application Number _________. [Place and date.]

This memorandum constitutes a part of and is supplemental to a contract of sale between the parties, dated _________, and marked for identification by _________ trust company, "trust company," with the above-mentioned escrow number.

1. The seller is to make immediate application to the trust company for an owner's guarantee policy for the amount of the purchase price and, if within the time specified in the contract of sale the seller shall furnish a guarantee policy as called for by the contract or, in lieu, shall procure from the trust company its customary report on the title showing good title in the proposed grantor at the date of this escrow agreement, or a later date, subject only to

then the purchaser shall, within five days after notice (which may be given in the manner provided in this escrow agreement) of the issuance of the policy or report on title, but not later than 12 o'clock noon of the fifth day, deposit with the trust company, in escrow, the balance of the purchase price, together with the purchase money notes and mortgage or trust deed, if any; and the seller shall, within five days, but not later than 12 o'clock noon of the fifth day, deliver to the trust company, in escrow, the deed of conveyance required by the contract of sale, together with all leases and insurance policies, if any, properly assigned, all paid notes secured by trust deeds or mortgages not released of record, and those tax receipts as may be in seller's possession relating to the premises, and also specific direction in writing to the trust company to pay out of the purchase price the amounts required to remove and discharge the liens and encumbrances, if any, mentioned in subparagraph (b) above. In case the fifth day falls on Sunday or on a legal holiday, the time within which to make the deposit shall be extended to 12 o'clock noon of the business day then next following.

2. If, at 12 o'clock noon (central standard time) on the fifth day, either party shall present to and offer to deposit with the trust company the things required to be deposited by the party, and the other party shall, at the same time, fail to present and offer to deposit with the trust company (unless previously deposited) the things required to be deposited by the other party, the party ready and offering to make the deposit shall, in that case, be relieved of all obligation to make the deposit and shall have the right to terminate the contract of sale.

3. The deed of conveyance, together with the mortgage or trust deed, if any, executed by the purchaser, shall, upon deposit by the purchaser of the balance of the purchase price as required, be filed for record by the trust company without delay, and the searches for the guarantee policy shall be continued to cover the date of record of the deed and trust deed or mortgage, if any.

4. If and when the trust company is willing to issue its guarantee policy in its usual form, guaranteeing the title in the purchaser at the date of record of the deed, subject only as stated in subparagraph 1(a) above, and also subject to acts done or suffered by or judgments against the purchaser, then the deed of the seller shall take effect and be deemed delivered as of the date when deposited in escrow with the trust company, and the trust company shall

5. Real-estate broker's commission amounting to $_____ shall be paid to _________ by the trust company out of the funds payable by the trust company to the seller.

6. The reasonable escrow fee of the trust company shall be paid, one-half by the seller and one-half by the purchaser.

7. The premium of the guarantee policy to show the title of the seller shall be paid by the seller; the balance of the premium including the mortgage policy, if any, shall be paid by the purchaser.

8. The fee for recording the trust deed to secure deferred payments, if any, and of all deeds and other instruments, if any, given to perfect the title of the seller, shall be paid by the seller; all other recording fees shall be paid by the purchaser.

9. For the purpose of all pro rata adjustments, the "date of delivery" of deed shall be taken to mean the date when the purchaser deposits the balance of the purchase price with the trust company in accordance with this memorandum, and a month shall be computed as 30 days.

10. The words "seller" and "purchaser" shall be construed as plural whenever the number of parties to this escrow agreement so requires.

11. Upon failure of the purchaser to deposit with the trust company the balance of the purchase price and the purchase money notes and mortgage, if any, as provided, the trust company, upon written notice to it by the seller or seller's agent that the earnest money has, at the election of the seller, been forfeited as liquidated damages, and upon proof satisfactory to it that the purchaser is so in default, shall, without notice to the purchaser, pay over the earnest money as follows: to the real-estate broker above named, the amount specified in paragraph 5 above; to the seller, the balance of the earnest money; the payments to be without prejudice to the rights, if any, of the purchaser, and the trust company shall then be discharged from all liability on account of payment of the earnest money.

12. Upon failure of the seller to furnish a guarantee policy or report on title as provided, or to deposit with the trust company the deed of conveyance or other instruments as provided, or in case the trust company refuses to issue its policy guaranteeing the title in the purchaser as required, then, the trust company, upon written demand of the purchaser or purchaser's agent, and upon proof satisfactory to it that the seller is in default, shall, without notice to the seller, return to the purchaser the earnest money and the balance of the purchase price, if any, deposited with the trust company, together with the purchase money notes and mortgage, if any; the payment to the purchaser and return of purchase money notes and mortgage, if any, to be without prejudice to the rights, if any, of the seller and without prejudice to the rights, if any, of the purchaser under the contract of sale, and the trust company shall then be discharged from all liability on account of payment of the earnest money. However, if the deed to the purchaser, or any encumbrance by the purchaser, has been recorded the trust company may refuse to return it to the purchaser, except upon the joint order of the seller and purchaser.

13. The trust company has the right to retain the contract of sale and this memorandum in its possession as long as it may desire so to do. Time is of the essence of this agreement and of all of its conditions.

14. Any notice required or desired to be given to any party to this escrow may be given by mailing the same to the party at the party's address noted below, and will be as effectual as though served upon the party in person at the time of depositing the notice in the mail.

15. The trust company shall not be personally liable for any act it may do or omit to do as escrowee while acting in good faith and in the exercise of its own best judgment, and any act done or omitted by it pursuant to the advice of its own attorneys shall be conclusive evidence of good faith.

The trust company is expressly authorized and directed to disregard, in its sole discretion, any and all notices or warnings given by any of the parties, or by any other person or corporation, excepting only orders or process of court entered or issued with or without jurisdiction, and is expressly authorized to comply with and obey any and all orders, judgments or decrees of any court entered or issued with or without jurisdiction, and in case the company obeys or complies with any order, judgment or decree of any court it shall not be liable to any of the parties or to any other person, firm or corporation by reason of compliance, notwithstanding that the order, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this escrow, to which the company is or may be at any time a party, it shall have a lien on any and all deposits for any and all costs, attorneys' and solicitors' fees, and other expenses that it may have incurred or become liable for on account of the suit, and it shall be entitled to reimburse itself out of the deposits, and the parties jointly and severally agree to pay to the company upon demand all the costs, fees and expenses incurred.