<PAGE>
                                                                   Exhibit 10.4


                                    FORM OF
                                ESCROW AGREEMENT


Wells Fargo Bank, N.A.
Corporate Trust Services Mail Code MAC S4101-22E
100 W. Washington Street, 22nd Floor
Phoenix, Arizona 85003

         Re:      Cole Credit Property Trust II, Inc.

Ladies and Gentlemen:

COLE CREDIT PROPERTY TRUST II, INC., a Maryland corporation (the "Company"),
will issue in a public offering (the "Offering") shares of its common stock
(the "Stock") pursuant to a registration statement on Form S-11 filed by the
Company with the Securities and Exchange Commission. Cole Capital Corporation,
an Arizona corporation (the "Dealer Manager"), will act as dealer manager for
the offering of the Stock. The Company is entering into this agreement to set
forth the terms on which Wells Fargo Bank, N.A. (the "Escrow Agent"), will hold
and disburse the proceeds from subscriptions for the purchase of the Stock in
the Offering until such time as: (i) in the case of subscriptions received from
all nonaffiliates of the Company, the Company has received subscriptions for
Stock resulting in a total of 250,000 shares of common stock sold in the
offering (the "Required Capital"); and (ii) in the case of subscriptions
received from residents of Pennsylvania ("Pennsylvania Subscribers"), the
Company has received subscriptions for Stock from nonaffiliates of the Company
resulting in total minimum capital raised of $25,000,000 (the "Pennsylvania
Required Capital").

The Company hereby appoints Wells Fargo Bank, N.A. as Escrow Agent for purposes
of holding the proceeds from the subscriptions for the Stock, on the terms and
conditions hereinafter set forth:

1.       Until such time as the Company has received subscriptions for Stock
resulting in total minimum capital raised equal to the Required Capital and
such funds are disbursed from the Escrow Account in accordance with paragraph
3(a) hereof, persons subscribing to purchase the Stock (the "Subscribers") will
be instructed by the Dealer Manager or any soliciting dealers to remit the
purchase price in the form of checks, drafts, wires, Automated Clearing House
(ACH) or money orders (hereinafter "instruments of payment") payable to the
order of "Wells Fargo Bank, N.A., Escrow Agent for Cole Credit Property Trust
II, Inc." (after subscriptions are received resulting in total minimum capital
raised equal to the Required Capital and such funds are disbursed from the
Escrow Account in accordance with paragraph 3(a) hereof, subscriptions shall
continue to be so submitted unless otherwise instructed by the Dealer Manager).
Any checks, drafts or money orders received made payable to a party other than
the Escrow Agent (or after the Required Capital is received, made payable to a
party other than the party designated by the Dealer Manager) shall be returned
to the soliciting dealer who submitted the check, draft or money order. Within
one (1) business day after receipt of instruments of payment from the Offering,
the Dealer Manager will (a) send to the Escrow Agent: each Subscriber's name,
address, executed IRS Form W-9, number of shares purchased, and purchase price
remitted, and (b) Escrow Agent will deposit the instruments of payment from
such Subscribers (the "Subscription Materials"), into an interest-bearing
deposit account entitled "Escrow Account for the Benefit of Subscribers for
Common Stock of Cole Credit Property Trust II, Inc." (the "Escrow Account"),
which deposit shall occur within one (1) business day after the Dealer
Manager's receipt of all the Subscription Materials, until such Escrow Account
has closed pursuant to paragraph 3(a) hereof. Instruments of payment received
from Pennsylvania Subscribers (as identified as such by the Company) shall be
accounted for separately in a subaccount entitled "Escrow Account for the


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Benefit of Pennsylvania Subscribers" (the "Pennsylvania Escrow Account"), until
such Pennsylvania Escrow Account has closed pursuant to paragraph 3(a) hereof.
Each of the Escrow Account and the Pennsylvania Escrow Account will be
established and maintained in such a way as to permit the interest income
calculations described in paragraph 7.

2.       The Escrow Agent agrees to promptly process for collection the
instruments of payment upon deposit into the Escrow Account or the Pennsylvania
Escrow Account, as applicable. Deposits shall be held in the Escrow Account or
the Pennsylvania Escrow Account until such funds are disbursed in accordance
with paragraph 3 hereof. Prior to disbursement of the funds deposited in the
Escrow Account or the Pennsylvania Escrow Account, such funds shall not be
subject to claims by creditors of the Company or the Dealer Manager or any of
their affiliates. If any of the instruments of payment are returned to the
Escrow Agent for nonpayment prior to receipt of the Required Capital or, in
connection with subscriptions from Pennsylvania Subscribers, the Pennsylvania
Required Capital, the Escrow Agent shall promptly notify the Dealer Manager and
the Company in writing via mail, email or facsimile of such nonpayment, and is
authorized to debit the Escrow Account or the Pennsylvania Escrow Account, as
applicable in the amount of such returned payment as well as any interest
earned on the amount of such payment.

3.       (a) (i) Subject to the provisions of subparagraphs 3(b)-3(f) below,
once the collected funds in the Escrow Account are an amount equal to or
greater than the Required Capital, the Escrow Agent shall promptly notify the
Company and, upon receiving written instruction from the Company, (A) disburse
to the Company, by check, ACH or wire transfer, the funds in the Escrow Account
representing the gross purchase price for the Stock, and (B) disburse to the
Subscribers or the Company, as applicable, any interest thereon pursuant to the
provisions of subparagraph 3(f). After such time the Escrow Account shall
remain open and the Company shall continue to cause subscriptions for the Stock
that are not to be deposited in the Pennsylvania Escrow Account to be deposited
therein until the Company informs the Escrow Agent in writing to close the
Escrow Account, and thereafter any subscription documents and instruments of
payment received by the Escrow Agent from Subscribers other than Pennsylvania
Subscribers shall be forwarded directly to the Company. For purposes of this
Agreement, the term "collected funds" shall mean all funds received by the
Escrow Agent that have cleared normal banking channels and are in the form of
cash or cash equivalent.

                  (ii)     regardless of any release of funds from the Escrow
Account, the Company and the Dealer Manager shall continue to forward
instruments of payment and Subscription Materials received from Pennsylvania
Subscribers for deposit into the Pennsylvania Escrow Account to the Escrow
Agent until such time as the Company notifies the Escrow Agent in writing that
total subscription proceeds (including the amount then in the Pennsylvania
Escrow Account) equal or exceed the Pennsylvania Required Capital. Within five
days, the Escrow Agent shall (A) disburse to the Company, by check, ACH or wire
transfer, the funds then in the Pennsylvania Escrow Account representing the
gross purchase price for the Stock, and (B) disburse to the Pennsylvania
Subscribers or the Company, as applicable, any interest thereon pursuant to the
provisions of subparagraph 3(f). Following such disbursements, the Escrow Agent
shall close the Pennsylvania Escrow Account, and thereafter any Subscription
Materials and instruments of payment received by the Escrow Agent from
Pennsylvania Subscribers shall be deposited directly to the Escrow Account (or
to the Company, if it has closed the Escrow Account, as instructed in writing
by the Company).

         (b)      Within four business days of the close of business on the
date that is two years following commencement of the Offering (the "Expiration
Date"), the Escrow Agent shall promptly notify the Company if it is not in
receipt of evidence of Subscription Materials accepted on or before the
Expiration Date, and instruments of payment dated not later than that the
Expiration Date, for the purchase of at least the Required Capital (from all
sources but exclusive of any funds received from subscriptions for Stock


                 Copyright (C) 2004 Cole Capital Advisors, Inc.
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from entities which the Company has notified the Escrow Agent are affiliated
with the Company). At such time, the Escrow Agent shall promptly return
directly to each Subscriber the collected funds deposited in the Escrow Account
and the Pennsylvania Escrow Account on behalf of such Subscriber (unless
earlier disbursed in accordance with paragraph 3(c)), or shall return the
instruments of payment delivered, but not yet processed for collection prior to
such time, together with interest in the amounts calculated pursuant to
paragraph 7 for each Subscriber at the address provided by the Dealer Manager
or the Company. Notwithstanding the above, in the event the Escrow Agent has
not received an executed IRS Form W-9 at such time for each Subscriber, the
Escrow Agent shall remit an amount to the Subscribers in accordance with the
provisions hereof, withholding thirty percent (30%) of any interest income on
subscription proceeds (determined in accordance with paragraph 7) attributable
to each Subscriber for whom the Escrow Agent does not possess an executed IRS
Form W-9. However, the Escrow Agent shall not be required to remit any payments
until funds represented by such payments have been collected.

         (c)      Notwithstanding subparagraphs 3(a) and 3(b) above, if the
Escrow Agent is not in receipt of evidence of subscriptions accepted on or
before the close of business on such date that is 120 days after commencement
of the Offering (the Company will notify the Escrow Agent of the commencement
date of the Offering) (the "Initial Escrow Period"), and instruments of payment
dated not later than that date, for the purchase of Stock providing for total
purchase proceeds from all nonaffiliated sources that equal or exceed the
Pennsylvania Required Capital, the Escrow Agent shall promptly notify the
Company. Thereafter, the Company shall send to each Pennsylvania Subscriber by
certified mail within ten (10) calendar days after the end of the Initial
Escrow period a notification in the form of Exhibit A. If, pursuant to such
notification, a Pennsylvania Subscriber requests the return of his or her
subscription funds within ten (10) calendar days after receipt of the
notification (the "Request Period"), the Escrow Agent shall promptly refund
directly to each Pennsylvania Subscriber the collected funds deposited in the
Pennsylvania Escrow Account on behalf of such Pennsylvania Subscriber or shall
return the instruments of payment delivered, but not yet processed for
collection prior to such time, to the address provided by the Dealer Manager or
the Company, together with interest income in the amounts calculated pursuant
to paragraph 7. Notwithstanding the above, if the Escrow Agent has not received
an executed IRS Form W-9 is for such Pennsylvania Subscriber, the Escrow Agent
shall thereupon remit an amount to such Pennsylvania Subscriber in accordance
with the provisions hereof, withholding thirty percent (30%) of any interest
income earned on subscription proceeds (determined in accordance with paragraph
7) attributable to such Pennsylvania Subscriber. However, the Escrow Agent
shall not be required to remit such payments until the Escrow Agent has
collected funds represented by such payments.

         (d)      The subscription funds of Pennsylvania Subscribers who do not
request the return of their subscription funds within the Request Period shall
remain in the Pennsylvania Escrow Account for successive 120-day escrow periods
(a "Successive Escrow Period"), each commencing automatically upon the
termination of the prior Successive Escrow Period, and the Company and Escrow
Agent shall follow the notification and payment procedure set forth in
subparagraph 3(c) above with respect to the Initial Escrow Period for each
Successive Escrow Period until the occurrence of the earliest of (i) the
Expiration Date, (ii) the receipt and acceptance by the Company of
subscriptions for the purchase of Stock with total purchase proceeds that equal
or exceed the Pennsylvania Required Capital and the disbursement of the
Pennsylvania Escrow Account on the terms specified herein, or (iii) all funds
held in the Pennsylvania Escrow Account having been returned to the
Pennsylvania Subscribers in accordance with the provisions hereof.

         (e)      If the Company rejects any subscription for which the Escrow
Agent has collected funds, the Escrow Agent shall, upon the written request of
the Company, promptly issue a refund to the rejected Subscriber. If the Company
rejects any subscription for which the Escrow Agent has not yet collected funds
but has submitted the Subscriber's check for collection, the Escrow Agent shall
promptly return the


                 Copyright (C) 2004 Cole Capital Advisors, Inc.
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funds in the amount of the Subscriber's check to the rejected Subscriber after
such funds have been collected. If the Escrow Agent has not yet submitted a
rejected Subscriber's check for collection, the Escrow Agent shall promptly
remit the Subscriber's check directly to the Subscriber.

         (f)      At any time after funds are disbursed upon the Company's
acceptance of subscriptions pursuant to subparagraph 3(a) above on the tenth
(10th) day following the date of such acceptance, the Escrow Agent shall
promptly provide directly to each Subscriber the amount of the interest payable
to the Subscribers; provided that the Escrow Agent is in possession of such
Subscriber's executed IRS Form W-9. In the event an executed IRS Form W-9 is
not received for each Subscriber the Escrow Agent shall remit an amount to the
Subscribers in accordance with the provisions hereof, withholding thirty
percent (30%) of any interest income on subscription proceeds (determined in
accordance with paragraph 7) attributable to those Subscribers for whom the
Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow
Agent shall not be required to remit any payments until the Escrow Agent has
collected funds represented by such payments. The forgoing notwithstanding,
interest, if any, earned on accepted subscription proceeds will be payable to a
Subscriber only if the Subscriber's funds have been held in escrow by the
Escrow Agent for at least 35 days; interest, if any, earned on accepted
subscription proceeds of Subscribers' funds held less than 35 days will be
payable to the Company.

         In the event that instruments of payment are returned for nonpayment,
the Escrow Agent is authorized to debit the Escrow Account or the Pennsylvania
Escrow Account, as applicable, in accordance with paragraph 2 hereof.

4.       The Escrow Agent shall provide to the Company weekly statements (or
more frequently as reasonably requested by the Company) on the account balance
in each of the Escrow Account and the Pennsylvania Escrow Account, and the
activity in such accounts since the last report.

5.       Prior to the disbursement of funds deposited in the Escrow Account or
the Pennsylvania Escrow Account in accordance with the provisions of paragraph
3 hereof, the Escrow Agent shall invest all of the funds deposited as well as
earnings and interest derived therefrom in the Escrow Account or the
Pennsylvania Escrow Account, as applicable, in the "Short-Term Investments"
specified below at the written direction of the Company, unless the costs to
the Company for the making of such investment are reasonably expected to exceed
the anticipated interest earnings from such investment in which case the funds
and interest thereon shall remain in the respective escrow account until the
balance in the respective escrow account reaches the minimum amount necessary
for the anticipated interest earnings from such investment to exceed the costs
to the Company for the making of such investment, as determined by the Company
based upon applicable interest rates.

         "Short-Term Investments" include obligations of, or obligations
guaranteed by, the United States government or bank money-market accounts or
certificates of deposit of national or state banks that have deposits insured
by the Federal Deposit Insurance Corporation (including certificates of deposit
of any bank acting as a depository or custodian for any such funds) which
mature on or before the Expiration Date, unless such instrument cannot be
readily sold or otherwise disposed of for cash by the Expiration Date without
any dissipation of the offering proceeds invested. Without limiting the
generality of the foregoing, Exhibit B hereto sets forth specific Short-Term
Investments that shall be deemed permissible investments hereunder.

The following securities are not permissible investments:

         (a)      money market funds;

         (b)      corporate equity or debt securities;

         (c)      repurchase agreements;


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         (d)      bankers' acceptances;

         (e)      commercial paper; and

         (f)      municipal securities.

It is hereby expressly agreed and stipulated by the parties hereto that the
Escrow Agent shall not be required to exercise any discretion hereunder and
shall have no investment or management responsibility and, accordingly, shall
have no duty to, or liability for its failure to, provide investment
recommendations or investment advice to the parties hereto. It is the intention
of the parties hereto that the Escrow Agent shall never be required to use,
advance or risk its own funds or otherwise incur financial liability in the
performance of any of its duties or the exercise of any of its rights and
powers hereunder.

6.       The Escrow Agent is entitled to rely upon written instructions
received from the Company, unless the Escrow Agent has actual knowledge that
such instructions are not valid or genuine; provided that, if in the Escrow
Agent's opinion, any instructions from the Company are unclear, the Escrow
Agent may request clarification from the Company prior to taking any action,
and if such instructions continue to be unclear, the Escrow Agent may rely upon
written instructions from the Company's legal counsel in distributing or
continuing to hold any funds. However, the Escrow Agent shall not be required
to disburse any funds attributable to instruments of payment that have not been
processed for collection, until such funds are collected and then shall
disburse such funds in compliance with the disbursement instructions from the
Company.

7.       If the Offering terminates prior to receipt of the Required Capital,
or one or more Pennsylvania Subscribers elects to have his or her subscription
returned in accordance with paragraph 3, interest income earned on subscription
proceeds deposited in the Escrow Account (the "Escrow Income"), or the
Pennsylvania Escrow Account (the "Pennsylvania Escrow Income"), as applicable,
shall be remitted to Subscribers, or to the Company if the applicable
Subscriber's funds have been held in escrow by the Escrow Agent for less than
35 days, in accordance with paragraph 3 and without any deductions for escrow
expenses. The Company shall reimburse the Escrow Agent for all escrow expenses.
The Escrow Agent shall remit all such Escrow Income and Pennsylvania Escrow
Income in accordance with paragraph 3. If the Company chooses to leave the
Escrow Account open after receiving the Required Capital then it shall make
regular acceptances of subscriptions therein, but no less frequently than
monthly, and the Escrow Income from the last such acceptance shall be
calculated and remitted to the Subscribers or the Company, as applicable,
pursuant to the provisions of paragraph 3(d).

8.       The Escrow Agent shall receive compensation from the Company as set
forth in Exhibit C attached hereto.

9.       In performing any of its duties hereunder, the Escrow Agent shall not
incur any liability to anyone for any damages, losses, or expenses, except for
willful misconduct, breach of trust, or gross negligence. Accordingly, the
Escrow Agent shall not incur any such liability with respect to any action
taken or omitted (a) in good faith upon advice of the Escrow Agent's counsel
given with respect to any questions relating to the Escrow Agent duties and
responsibilities under this Agreement, or (b) in reliance upon any instrument,
including any written instrument or instruction provided for in this Agreement,
not only as to its due execution and validity and effectiveness of its
provisions but also as to the truth and accuracy of information contained
therein, which the Escrow Agent shall in good faith believe to be genuine, to
have been signed or presented by a proper person or persons and to conform to
the provisions of this Agreement.

10.      The Company hereby agrees to indemnify and hold the Escrow Agent
harmless against any and all losses, claims, damages, liabilities, and
expenses, including reasonable attorneys' fees and disbursements, that may be
imposed on or incurred by the Escrow Agent in connection with acceptance of


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appointment as the Escrow Agent hereunder, or the performance of the duties
hereunder, including any litigation arising from this Agreement or involving
the subject matter hereof, except where such losses, claims, damages,
liabilities, and expenses result from willful misconduct, breach of trust, or
gross negligence.

11.      In the event of a dispute between the parties hereto sufficient in the
Escrow Agent's discretion to justify doing so, the Escrow Agent shall be
entitled to tender into the registry or custody of any court of competent
jurisdiction all money or property in its hands under this Agreement, together
with such legal pleadings as deemed appropriate, and thereupon be discharged
from all further duties and liabilities under this Agreement. In the event of
any uncertainty as to the duties hereunder, the Escrow Agent may refuse to act
under the provisions of this Agreement pending order of a court of competent
jurisdiction and shall have no liability to the Company or to any other person
as a result of such action. Any such legal action may be brought in such court,
as the Escrow Agent shall determine to have jurisdiction thereof. The filing of
any such legal proceedings shall not deprive the Escrow Agent of its
compensation earned prior to such filing.

12.      All communications and notices required or permitted by this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally or by messenger or by overnight delivery service or when received
via telecopy or other electronic transmission, in all cases addressed to the
person for whom it is intended at such person's address set forth below or to
such other address as a party shall have designated by notice in writing to the
other party in the manner provided by this paragraph:

         (a)      if to the Company:

                  Cole Credit Property Trust II, Inc.
                  2555 E. Camelback Road, Suite 400
                  Phoenix, Arizona 85016
                  Fax:  (602) 778-8780
                  Attention:  Blair D. Koblenz

         (b)      if to the Dealer Manager:

                  Cole Capital Corporation
                  2555 E. Camelback Road, Suite 400
                  Phoenix, Arizona 85016
                  Fax:  (602) 778-8780
                  Attention:  Blair D. Koblenz

         (c)      if to the Escrow Agent:

                  Wells Fargo Bank, N.A.
                  Corporate Trust Services, Mail Code MAC S4101-22E
                  100 W. Washington Street, 22nd Floor
                  Phoenix, Arizona 85003
                  Fax: (602) 378-2333
                  Attention:  Brenda D. Black

Each party hereto may, from time to time, change the address to which notices
to it are to be delivered or mailed hereunder by notice in accordance herewith
to the other parties.


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13.      This Agreement shall be governed by the laws of the State of Arizona
as to both interpretation and performance without regard to the conflict of
laws rules thereof.

14.      The provisions of this Agreement shall be binding upon the legal
representatives, successors, and assigns of the parties hereto.

15.      The Company and the Dealer Manager hereby acknowledge that Wells Fargo
Bank, N.A. is serving as Escrow Agent only for the limited purposes herein set
forth, and hereby agree that they will not represent or imply that, by serving
as Escrow Agent hereunder or otherwise, have investigated the desirability or
advisability of investment in the Company or have approved, endorsed, or passed
upon the merits of the Stock or the Company, nor shall they use the name of the
Escrow Agent in any manner whatsoever in connection with the offer or sale of
the Stock other than by acknowledgment that is has agreed to serve as Escrow
Agent for the limited purposes herein set forth.

16.      This Agreement and any amendment hereto may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed to be an
original.

17.      Except as otherwise required for subscription funds received from
Pennsylvania Subscribers as provided herein, in the event that the Dealer
Manager receives instruments of payment after the Required Capital has been
received and the proceeds of the Escrow Account have been distributed to the
Company, the Escrow Agent is hereby authorized to deposit such instruments of
payment within one (1) business day to any deposit account as directed by the
Company. The application of said funds into a deposit account or to forward
such funds directly to the Company, in either case directed by the Company
shall be a full acquittance to the Escrow Agent, who shall not be responsible
for the application of said funds thereafter.

18.      The Escrow Agent shall be bound only by the terms of this Escrow
Agreement and shall not be bound by or incur any liability with respect to any
other agreements or understanding between any other parties, whether or not the
Escrow Agent has knowledge of any such agreements or understandings.

19.      Indemnification provisions set forth herein shall survive the
termination of this Agreement.

20.      In the event that any part of this Agreement is declared by any court
or other judicial or administrative body to be null, void, or unenforceable,
said provision shall survive to the extent it is not so declared, and all of
the other provisions of this Agreement shall remain in full force and effect.

21.      Unless otherwise provided in this Agreement, final termination of this
Escrow Agreement shall occur on the date that all funds held in the Escrow
Account and the Pennsylvania Escrow Account are distributed either (a) to the
Company or to Subscribers and the Company has informed the Escrow Agent in
writing to close the Escrow Account and the Pennsylvania Escrow Account
pursuant to paragraph 3 hereof or (b) to a successor escrow agent upon written
instructions from the Company.

22.      The Escrow Agent has no responsibility for accepting, rejecting, or
approving subscriptions. The Escrow Agent shall complete an OFAC search, in
compliance with its policy and procedures, of each subscription check prior to
depositing the check in the Escrow Account or the Pennsylvania Escrow Account
and shall inform the Company if a subscription check fails the OFAC search. The
Dealer Manager shall provide a copy of each subscription check in order that
the Escrow Agent may perform such OFAC search.

23.      This Agreement shall not be modified, revoked, released, or terminated
unless reduced to writing and signed by all parties hereto, subject to the
following paragraph.


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If, at any time, any attempt is made to modify this Agreement in a manner that
would increase the duties and responsibilities of the Escrow Agent or to modify
this Agreement in any manner which the Escrow Agent shall deem undesirable, or
at any other time, the Escrow Agent may resign by providing written notice to
the Company and until (a) the acceptance by a successor escrow agent as shall
be appointed by the Company; or (b) thirty (30) days after such written notice
has been given, whichever occurs sooner, the Escrow Agent's only remaining
obligation shall be to perform its duties hereunder in accordance with the
terms of the Agreement.

24.      The Escrow Agent may resign at any time from its obligations under
this Escrow Agreement by providing written notice to the Company. Such
resignation shall be effective on the date specified in such notice, which
shall be not less than thirty (30) days after such written notice has been
given. The Escrow Agent shall have no responsibility for the appointment of a
successor escrow agent.

25.      The Escrow Agent may be removed for cause by the Company by written
notice to the Escrow Agent effective on the date specified in such written
notice. The removal of the Escrow Agent shall not deprive the Escrow Agent of
its compensation earned prior to such removal.


                            [Signature page follows]


                 Copyright (C) 2004 Cole Capital Advisors, Inc.
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Agreed to as of the ___ day of _________, 200__.


                                        COLE CREDIT PROPERTY TRUST II, INC.



                                        By:
                                            -----------------------------------
                                            Christopher H. Cole
                                            Chief Executive Officer and
                                            President


                                        COLE CAPITAL CORPORATION


                                        By:
                                            -----------------------------------
                                            Blair D. Koblenz
                                            President

The terms and conditions contained above are hereby accepted and agreed to by:

WELLS FARGO BANK, N.A. AS ESCROW AGENT


By:
    ----------------------------------------------------------
Name:
      --------------------------------------------------------
Title:
       -------------------------------------------------------


                 Copyright (C) 2004 Cole Capital Advisors, Inc.