exhibit10_2.htm


  
    Exhibit10.2

    
      

      

    

     

    
      ESCROW
AGREEMENT

      (SUBSCRIPTION
ESCROW0 AGREEMENT)

      


                 THIS
SUBSCRIPTION ESCROW AGREEMENT (as the same may be amended or modified from time
to time pursuant hereto, this “Escrow Agreement”) is made and entered into as of
_______________, 2009, by and  among Commonwealth Income & Growth
Fund VII, LP, a Pennsylvania limited partnership (“Issuer”), Commonwealth
Capital Securities Corp., a Pennsylvania corporation (“Depositor”, and together
with Issuer, sometimes referred to individually as “Party” or collectively as the
“Parties”), and JPMorgan Chase Bank, National Association (the “Escrow
Agent”).

      


      WHEREAS, the Issuer has filed
a registration statement on Form S-1 under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, File No. ____________ (the
“Registration Statement”), relating to the subscription for and sale of limited
partnership units (“Units”) in the Issuer, with a minimum investment required of
250 Units (the “Minimum Subscription Amount”), at a price of $20.00 per
Unit;

      


      WHEREAS, the Depositor has
been named as the underwriter in connection with the proposed offering of the
Units in accordance with the terms of the Dealer Manager Agreement dated as
of  __________, 2009  among the Issuer, its general partner
and the Depositor (the “Underwriting Agreement”); and

      


      WHEREAS, in compliance with
Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, the Issuer
and the Depositor propose to establish an Fund to be held by the Escrow Agent
until the sale of Units terminates;

      


      NOW THEREFORE, in
consideration of the foregoing and of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

      


      1.           Appointment.  The
Parties hereby appoint the Escrow Agent as their escrow agent for the purposes
set forth herein, and the Escrow Agent hereby accepts such appointment under the
terms and conditions set forth herein.  The Issuer represents,
warrants and covenants that at all times during the term of this Escrow
Agreement less than twenty-five percent (25%) of the subscribers will be benefit
plan investors as defined in 29 CFR 2510.101.3.

      


      2.           Fund.  Issuer agrees
to deposit with
the Escrow Agent the sum of $500.00 (the “Escrow Deposit”).  The
Escrow Agent shall hold the Escrow Deposit and, subject to the terms and
conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds
thereof (the “Fund”) as directed in Section 3.

      


      3.           Investment of
Fund.  (a) During the term of this Escrow Agreement, the Fund
shall be invested in a JPMorgan Chase Bank, N.A. money market deposit account
(“MMDA”) or a successor or similar investment offered by the Escrow Agent,
unless otherwise instructed in writing by the Parties and as shall be acceptable
to the Escrow Agent. The rate of return on an MMDA varies from time to time
based upon market conditions.  Written investment instructions, if
any, shall specify the type and identity of the investments to be purchased
and/or sold.  The Escrow Agent is hereby authorized to execute
purchases and sales of investments through the facilities of its own trading or
capital markets operations or those of any affiliated entity.  The
Escrow Agent or any of its affiliates may receive compensation with respect to
any investment directed hereunder including without limitation charging an
agency fee in connection with each transaction.  The Parties recognize
and agree that the Escrow Agent will not provide supervision, recommendations or
advice relating to either the investment of moneys held in the Fund or the
purchase, sale, retention or other disposition of any investment described
herein. The Escrow Agent shall not have any liability for any loss sustained as
a result of any investment in an investment made pursuant to the terms of this
Escrow Agreement or as a result of any liquidation of any investment prior to
its maturity or for the failure of the Parties to give the Escrow Agent
instructions to invest or reinvest the Escrow Fund.  The Escrow Agent
shall have the right to liquidate any investments held in order to provide funds
necessary to make required payments under this Escrow Agreement.

      


      4.           Disposition and
Termination.  The Depositor and the Issuer agree to notify the
Escrow Agent in writing of the closing date of the offering (the “Offering
Closing Date”) and whether or not the Issuer received subscriptions for the
Minimum Subscription Amount.  Upon receipt of such written
notification the following procedure will take place.  If the Issuer
has received subscriptions for the Minimum Subscription Amount by the Offering
Closing Date, the Fund will be promptly paid to or credited to the account of,
or otherwise transferred to the Issuer pursuant to instructions from the
Issuer.  If the Issuer has not received subscriptions for the Minimum
Subscription Amount, the Escrow Agent shall be provided with a list containing
the amount received from each subscriber whose funds have been deposited with
the Escrow Agent (with respect to each subscriber the “Subscriber Investment
Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of
each subscriber.  In addition, the Issuer or Depositor shall calculate
the interest earned on each Subscriber Investment Amount as of the Offering
Closing Date and provide such information to the Escrow Agent.  The
aggregate of all Subscriber Investment Amounts and interest thereon shall be
equal to the amount of the Fund on the Offering Closing Date.  The
Escrow Agent shall distribute to each subscriber the appropriate Subscriber
Investment Amount and interest thereon pursuant to joint written instructions of
the Issuer and Depositor within 45 days of receipt of the information described
in this Section 4(ii).  Upon delivery of the Fund by the Escrow Agent,
this Escrow Agreement shall terminate, subject to the provisions of Sections 7
and 8.

      


      5.           Escrow
Agent.  (a)  The Escrow Agent shall have only those
duties as are specifically and expressly provided herein, which shall be deemed
purely ministerial in nature, and no other duties shall be
implied.  The Escrow Agent shall neither be responsible for, nor
chargeable with, knowledge of, nor have any requirements to comply with, the
terms and conditions of any other agreement, instrument or document between the
Parties, in connection herewith, if any, including without limitation the Dealer
Manager Agreement (the “Underlying
Agreement”), nor shall the Escrow Agent
be required to determine if any person or entity has complied with any
such  agreements, nor shall any additional obligations of the Escrow
Agent be inferred from the terms of such agreements, even though reference
thereto may be made in this Escrow Agreement.  In the event of any
conflict between the terms and provisions of this Escrow Agreement and those of
the Underlying Agreement or any other
agreement among the Parties, the terms and conditions of this Escrow Agreement
shall control. The Escrow Agent may rely upon and shall not be liable for
acting or refraining from acting upon any written notice, document, instruction
or request furnished to it hereunder and believed by it to be genuine and to
have been signed or presented by the proper Party or Parties without inquiry and
without requiring substantiating evidence of any kind.  The Escrow
Agent shall be under no duty to inquire into or investigate the validity,
accuracy or content of any such document, notice, instruction or
request.  The Escrow Agent shall have no duty to solicit any payments
which may be due it or the Fund, including, without limitation, the Escrow
Deposit nor shall
the Escrow Agent have any duty or obligation to confirm or verify the accuracy
or correctness of any amounts deposited with it hereunder.

      


      (b)    The Escrow
Agent shall not be liable for any action taken, suffered or omitted to be taken
by it in good faith except to the extent that a final adjudication of a court of
competent jurisdiction determines that the Escrow Agent's gross negligence or
willful misconduct was the primary cause of any loss to either
Party.  The Escrow Agent may execute any of its powers and perform any
of its duties hereunder directly or through attorneys and shall be liable only
for its gross negligence or willful misconduct (as finally adjudicated in a
court of competent jurisdiction) in the selection of any such
attorney.  The Escrow Agent may consult with counsel, accountants and
other skilled persons to be selected and retained by it.  The Escrow
Agent shall not be liable for any action taken, suffered or omitted to be taken
by it in accordance with, or in reliance upon, the advice or opinion of any such
counsel, accountants or other skilled persons.  In the event that the
Escrow Agent shall be uncertain or believe there is some ambiguity as to its
duties or rights hereunder or shall receive instructions, claims or demands from
any party hereto which, in its opinion, conflict with any of the provisions of
this Escrow Agreement, it shall be entitled to refrain from taking any action
and its sole obligation shall be to keep safely all property held in escrow
until it shall be given a direction in writing by the Parties which
eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or
by a final and non-appealable order or judgment of a court of competent
jurisdiction.  The Parties agree to pursue any redress or recourse in
connection with any dispute without making the Escrow Agent a party to the
same.  Anything in this Escrow Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for special,
incidental, punitive, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Escrow Agent
has been advised of the likelihood of such loss or damage and regardless of the
form of action. Any liability of the Escrow Agent under this Escrow
Agreement will be limited to the amount of fees paid to the Escrow
Agent.

      


      6.           Succession.  (a) The
Escrow Agent may resign and be discharged from its duties or obligations
hereunder by giving thirty (30) days advance notice in writing of such
resignation to the Parties specifying a date when such resignation shall take
effect.  If the Parties have failed to appoint a successor escrow
agent prior to the expiration of thirty (30) days
following receipt of the notice of resignation, the Escrow Agent may petition
any court of competent jurisdiction for the appointment of a successor escrow
agent or for other appropriate relief, and any such resulting appointment shall
be binding upon all of the parties hereto.  Escrow Agent’s sole
responsibility after such thirty (30) day notice period expires shall be to hold
the Fund (without any obligation to reinvest the same) and to deliver the same
to a designated substitute escrow agent, if any, or in accordance with the
directions of a final order or judgment of a court of competent jurisdiction, at
which time of delivery Escrow Agent’s obligations hereunder shall cease and
terminate, subject to the provisions of Sections 7
and 8 hereunder.  The
Escrow Agent shall have the right to withhold an amount equal to any amount due
and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent
shall reasonably believe may be incurred by the Escrow Agent in connection with
the termination of the Escrow Agreement.

      


      (b)           Any
entity into which the Escrow Agent may be merged or converted or with which it
may be consolidated, or any entity to which all or substantially all the escrow
business may be transferred, shall be the Escrow Agent under this Escrow
Agreement without further act.

      


      7.           Compensation and Reimbursement.  Issuer
agrees to (a) pay the Escrow Agent for the services to be rendered hereunder,
which unless otherwise agreed in writing shall be as described in Schedule 2
attached hereto, and (b) pay or reimburse the Escrow Agent upon request for all
expenses, disbursements and advances, including, without
limitation reasonable attorney's fees and expenses, incurred or made by it
in connection with the performance of this Escrow Agreement.

      


      8.           Indemnity.  The
Parties shall jointly and severally indemnify, defend and save harmless the
Escrow Agent and its affiliates and their respective successors, assigns,
directors, agents and employees (the “indemnitees”) from and against any and all
losses, damages, claims, liabilities, penalties, judgments, settlements,
litigation, investigations, costs or expenses (including, without limitation,
the fees and expenses of outside counsel)  (collectively “Losses”)
arising out of or in connection with (a) the Escrow Agent's execution and
performance of this Escrow Agreement, tax reporting or withholding, the
enforcement of any rights or remedies under or in connection with this Escrow
Agreement, or as may arise by reason of any act, omission or error of the
indemnitee, except in the case of any indemnitee to the extent that such Losses
are finally adjudicated by a court of competent jurisdiction to have been
primarily caused by the gross negligence or willful misconduct of such
indemnitee, or (b) its following any instructions or other directions, whether
joint or singular, from the Parties, except to the extent that its following any
such instruction or direction is expressly forbidden by the terms
hereof.  The Parties hereto acknowledge that the foregoing indemnities
shall survive the resignation, replacement or removal of the Escrow Agent or the
termination of this Escrow Agreement.  The Parties hereby grant the
Escrow Agent a lien on, right of set-off against and security interest in, the
Fund for the payment of any claim for indemnification, fees, expenses and
amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is
expressly authorized and directed, but shall not be obligated, to charge against
and withdraw from the Fund for its own account or for the account of an
indemnitee any amounts due to the Escrow Agent or to an indemnitee under this
Section 8.

      


      9.  Patriot Act Disclosure/Taxpayer
Identification Numbers/Tax.

      


      (a)           Patriot Act
Disclosure.  Section 326 of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement
reasonable procedures to verify the identity of any person that opens a new
account with it.  Accordingly, the Parties acknowledge that Section
326 of the USA PATRIOT Act and the Escrow Agent’s identity verification
procedures require the Escrow Agent to obtain information which may be used to
confirm the Parties identity including without limitation name, address and
organizational documents (“identifying information”). The Parties agree to
provide the Escrow Agent with and consent to the Escrow Agent obtaining from
third parties any such identifying information required as a condition of
opening an account with or using any service provided by the Escrow
Agent.

      


      (b)           Taxpayer Identification Numbers
(“TINs”).  (i) The Parties have provided the Escrow Agent with
their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or
W-9 and/or other required documentation.  The Parties each represent
that its correct TIN assigned by the IRS, or any other taxing authority, is set
forth in the delivered forms, as well as in the Substitute IRS Form W-9 set
forth on the signature page of this Agreement.

      


      (ii)           In
addition, all interest or other income earned under the Escrow Agreement shall
be allocated to Issuerand reported, as and to the extent required by law, by the
Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or
1042S (or other appropriate form) as income earned from the Escrow Deposit by
Issuer whether or not said income has been distributed during such
year.  Any other tax returns required to be filed will be prepared and
filed by Issuer and/or Depositor with the IRS and any other taxing authority as
required by law.  The Parties acknowledge and agree that Escrow Agent
shall have no responsibility for the preparation and/or filing of any income,
franchise or any other tax return with respect to the Fund or any income earned
by the Escrow Deposit.  The Parties further acknowledge and agree that
any taxes payable from the income earned on the investment of any sums held in
the Escrow Deposit shall be paid by Issuer. In the absence of written direction
from the Parties, all proceeds of the Fund shall be retained in the Fund and
reinvested from time to time by the Escrow Agent as provided in this
Agreement.  Escrow Agent shall withhold any taxes it deems
appropriate, including but not limited to required withholding in the absence of
proper tax documentation, and shall remit such taxes to the appropriate
authorities.

      


      (Please
refer to alternative tax language provisions for Subscription transactions if
Escrow Deposit is uninvested or if the Parties require disbursement
reporting)

      


      10.           Notices. All communications
hereunder shall be in writing and shall be deemed to be duly given and
received:

      (a) upon
delivery, if delivered personally, or upon confirmed transmittal, if by
facsimile;

      (b) on
the next Business Day (as hereinafter defined) if sent by overnight
courier; or

      (c) four
(4) Business Days after mailing if mailed by prepaid registered mail, return
receipt requested, to the appropriate notice address set forth below or at such
other address as any party hereto may have furnished to the other parties in
writing by registered mail, return receipt requested.

      


      


      

        
          	
                  If
      to Issuer  

                	
                  Commonwealth
      Income & Growth Fund VII, LP

                
	 
      	
                  c/o
      Commonwealth Capital Corp.

                
	 
      	
                  2
      Christy Drive, Suite 200

                
	 
      	
                  Chadds
      Ford, PA  19317

                
	 
      	
                  Attention:  Controller

                
	 
      	
                  Tel
      No.: 610-594-9600

                
	 
      	
                  Fax
      No.: 484-785-1494

                
	 
      	 
      
	 
      	 
      
	
                  If
      to Depositor 

                	
                   Commonwealth
      Capital Securities Corp.

                
	 
      	
                  400
      Cleveland Street, 7th Floor

                
	 
      	
                  Clearwater,
      FL  33755

                
	 
      	
                  Attention:  Manager
      - Investor Services

                
	 
      	
                  Tel
      No.: 877-654-1500

                
	 
      	
                  Fax
      No.: 727-450-0763

                


        

      

      
        
          	 	 
	 	 
	
                  If
      to the Escrow Agent

                	
                  JP
      Morgan Chase Bank, N.A.

                


        

      

      
        
          
            
              
                	 	
                        Clearance
      and Agency Services

                      
	 	 (street
      address)
	 	 (City,
      state [country], zip [posatal code])
	 	 Fax
      No: {for website only, regional docs. can
      be customized}
	 	 


              

            

          

        

      

      


      Notwithstanding
the above, in the case of communications delivered to the Escrow Agent pursuant
to (i), (ii) and (iii) of this Section 10, such communications shall be deemed
to have been given on the date received by an officer of the Escrow Agent or any
employee of the Escrow Agent who reports directly to any such officer at the
above-referenced office.  In the event that the Escrow Agent, in its
sole discretion, shall determine that an emergency exists, the Escrow Agent
may use such other means of communication as the Escrow Agent deems
appropriate.  “Business Day” shall mean any day other than a
Saturday, Sunday or any other day on which the Escrow Agent located at the
notice address set forth above is
authorized or required by law or executive order to remain
closed.

      


      11.           Security Procedures.(a) In the
event funds transfer instructions are given (other than in writing at the time
of execution of this Escrow Agreement), whether in writing, by facsimile or
otherwise, the Escrow Agent is authorized to seek confirmation of such
instructions by telephone call-back to the person or persons designated on
schedule 1 hereto (“Schedule 1”), and the Escrow Agent may rely upon the
confirmation of anyone purporting to be the person or persons so
designated.  Each funds transfer instruction shall be executed by an
authorized signatory, a list of such authorized signatories is set forth on
Schedule 1.  The persons and telephone numbers for call-backs may be
changed only in a writing actually received and acknowledged by the Escrow
Agent. If the Escrow Agent is unable to contact any of the authorized
representatives identified in Schedule 1, the Escrow Agent is hereby authorized
to seek confirmation of such instructions by telephone call-back to any one or
more of Issuer or Depositor’s executive officers, (“Executive Officers”), as the
case may be, which shall include the titles of Chief Executive Officer,
President and Executive Vice President, as the Escrow Agent may select. Such
“Executive Officer” shall deliver to the Escrow Agent a fully executed
incumbency certificate, and the Escrow Agent may rely upon the confirmation of
anyone purporting to be any such officer. The Escrow Agent and the beneficiary's
bank in any funds transfer may rely solely upon any account numbers or similar
identifying numbers provided by Issuer or Depositor to identify (a) the
beneficiary, (b) the beneficiary's bank, or (c) an intermediary
bank.  The Escrow Agent may apply any of the escrowed funds for any
payment order it executes using any such identifying number, even when its use
may result in a person other than the beneficiary being paid, or the transfer of
funds to a bank other than the beneficiary's bank or an intermediary bank
designated. The Parties acknowledge that these security procedures are
commercially reasonable.

       

      (b)           Issuer
acknowledges that repetitive funds transfer instructions may be given to the
Escrow Agent for one or more beneficiaries where only the date of the requested
transfer, the amount of funds to be transferred, and/or the description of the
payment shall change within the repetitive instructions (“Standing Settlement
Instructions”).  Accordingly, Issuer shall deliver to Escrow Agent
such specific Standing Settlement Instructions only for each respective
beneficiary as set forth in Exhibit A to this Escrow Agreement, by facsimile or
other written instruction.  Escrow Agent may rely solely upon such
Standing Settlement Instructions and all identifying information set forth
therein for each beneficiary.  Escrow Agent and Depositor agree that
such Standing Settlement Instructions shall be effective as the funds transfer
instructions of Issuer, without requiring a verifying callback, whether or not
authorized, if such Standing Settlement Instructions are consistent with
previously authenticated Standing Settlement Instructions for that
beneficiary.  The Parties and Escrow Agent acknowledge that such
Standing Settlement Instructions are a security procedure and are commercially
reasonable.

      


      12.           Compliance with Court
Orders.  In the event that any escrow property shall be
attached, garnished or levied upon by any court order, or the delivery thereof
shall be stayed or enjoined by an order of a court, or any order, judgment or
decree shall be made or entered by any court order affecting the property
deposited under this Escrow Agreement, the Escrow Agent is hereby expressly
authorized, in its sole discretion, to obey and comply with all writs, orders or
decrees so entered or issued, which it is advised by legal counsel of its own
choosing is binding upon it, whether with or without jurisdiction, and in the
event that the Escrow Agent obeys or complies with any such writ, order or
decree it shall not be liable to any of the parties hereto or to any other
person, entity, firm or corporation, by reason of such compliance
notwithstanding such writ, order or decree be subsequently reversed, modified,
annulled, set aside or vacated.

      


      13.           Miscellaneous. The provisions
of this Escrow Agreement may be waived, altered, amended or supplemented, in
whole or in part, only by a writing signed by the Escrow Agent and the
Parties.  Neither this Escrow Agreement nor any right or interest
hereunder may be assigned in whole or in part by the Escrow Agent or any Party,
except as provided in Section 6, without the prior consent of the Escrow Agent
and the other parties.  This Escrow Agreement shall be governed by and
construed under the laws of the Commonwealth of Pennsylvania.  Each
Party irrevocably waives any objection on the grounds of venue, forum
non-conveniens or any similar grounds and irrevocably consents to service of
process by mail or in any other manner permitted by applicable law and consents
to the jurisdiction of the courts located in the Commonwealth of Pennsylvania.
The Parties further hereby waive any right to a trial by jury with respect to
any lawsuit or judicial proceeding arising or relating to this Escrow
Agreement.  No party to this Escrow Agreement is liable to any other
party for losses due to, or if it is unable to perform its obligations under the
terms of this Escrow Agreement because of, acts of God, fire, war, terrorism,
floods, strikes, electrical outages, equipment or transmission failure, or other
causes reasonably beyond its control.  This Escrow Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. All
signatures of the parties to this Escrow Agreement may be transmitted by
facsimile, and such facsimile will, for all purposes, be deemed to be the
original signature of such party whose signature it reproduces, and will be
binding upon such party.  If any provision of this Escrow Agreement is
determined to be prohibited or unenforceable by reason of any applicable law of
a jurisdiction, then such provision shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or
unenforceability in such jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction. A person who is not a
party to this Agreement shall have no right to enforce any term of this
Agreement. The Parties represent, warrant and covenant that each document,
notice, instruction or request provided by such Party to Escrow Agent shall
comply with applicable laws and regulations.  Where, however, the
conflicting provisions of any such applicable law may be waived, they are hereby
irrevocably waived by the parties hereto to the fullest extent permitted by law,
to the end that this Escrow Agreement shall be enforced as
written.  Except as expressly provided in Section 8 above, nothing in
this Escrow Agreement, whether express or implied, shall be construed to give to
any person or entity other than the Escrow Agent and the Parties any legal or
equitable right, remedy, interest or claim under or in respect of this Escrow
Agreement or any funds escrowed hereunder.

       

      
        IN WITNESS WHEREOF, the
parties hereto have executed this Escrow Agreement as of the date set forth
above.

         

        

          
            

          

        

         

        
          
            
              	
                      Tax
      Certification: Taxpayer Identification Number
      (TIN):   Social Security Number

                    	 
      	
                      Date:

                    	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                      or

                    	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                      Employee
      Identification Number

                    	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Name
      & Address:

                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Customer
      is a (check one):

                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Corporation____

                    	
                      Partnership____

                    	
                      Individual/sole
      proprietor____  Trust_____

                    	 
      	 
      	 
      	 
      	 
      
	
                      Limited
      liability company____ Enter the tax classification (D=disregarded entity,
      C=Corporation, P=Partnership______

                    
	
                      Other
      _________________

                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 


            

          

        

      

    

    
      
        
          	
                  (1)  

                	
                  the
      number shown above is its correct Taxpayer Identification Number (or it is
      waiting for a number to be issued to
  it);

                


        

        
          
            
              	
                      (2)  

                    	
                       it
      is not subject to backup withholding because: (a) it is exempt from backup
      withholding or (b) it has not been notified by the Internal Revenue
      Service (IRS) that it is subject to backup withholding as a result of
      failure to report all interest or dividends, or (c) the IRS has notified
      it that it is no longer subject to backup withholding;
      and

                    


            

            
              
                
                  	
                          (3)  

                        	
                          It
      is a U.S. citizen or other U.S. person (defined in the Form W-9
      instructions).

                        


                

                 

                
                  
                    (If
the entity is subject to backup withholding, cross out the words after the (2)
above.)

                     

                    Investors
who do not supply a tax identification number will be subject to backup
withholding in accordance with IRS regulations.

                     

                    Note: The
IRS does not require your consent to any provision of this document other than
the certifications required to avoid backup
withholding.

                     

                  

                  
                    
                      	
                              COMMONWEALTH
      INCOME & GROWTH FUND VII,
LP

                            


                    

                  

                  
                    
                      	
                              By:
      Commonwealth Income & Growth Fund, Inc., its General
      Partner

                            


                    

                  

                  


                  By:______________________________

                  


                  Name:____________________________

                  


                  Title:
____________________________

                

                 

                
                  
                    

                  

                   

                  
                    
                      
                        	
                                Tax
      Certification: Taxpayer Identification Number
      (TIN):   Social Security Number

                              	 
      	
                                Date:

                              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                                or

                              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                Employee
      Identification Number

                              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Name
      & Address:

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Customer
      is a (check one):

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Corporation____

                              	
                                Partnership____

                              	
                                Individual/sole
      proprietor____  Trust_____

                              	 
      	 
      	 
      	 
      	 
      
	
                                Limited
      liability company____ Enter the tax classification (D=disregarded entity,
      C=Corporation, P=Partnership______

                              
	
                                Other
      _________________

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 


                      

                    

                  

                  
                    
                      
                        	
                                (1)  

                              	
                                the
      number shown above is its correct Taxpayer Identification Number (or it is
      waiting for a number to be issued to
  it);

                              


                      

                      
                        
                          
                            	
                                    (2)  

                                  	
                                     it
      is not subject to backup withholding because: (a) it is exempt from backup
      withholding or (b) it has not been notified by the Internal Revenue
      Service (IRS) that it is subject to backup withholding as a result of
      failure to report all interest or dividends, or (c) the IRS has notified
      it that it is no longer subject to backup withholding;
      and

                                  


                          

                          
                            
                              
                                	
                                        (3)  

                                      	
                                        It
      is a U.S. citizen or other U.S. person (defined in the Form W-9
      instructions).

                                      


                              

                               

                              
                                
                                  (If
the entity is subject to backup withholding, cross out the words after the (2)
above.)

                                   

                                  Investors
who do not supply a tax identification number will be subject to backup
withholding in accordance with IRS regulations.

                                   

                                  Note: The
IRS does not require your consent to any provision of this document other than
the certifications required to avoid backup
withholding.

                                   

                                

                                
                                  
                                    	
                                            COMMONWEALTH
      INCOME & GROWTH FUND VII,
LP

                                          


                                  

                                

                                
                                  
                                    	
                                            By:
      Commonwealth Income & Growth Fund, Inc., its General
      Partner

                                          


                                  

                                

                                


                                By:______________________________

                                


                                Name:____________________________

                                


                                Title:
____________________________

                                 

                                 

                                
                                  JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

                                  
                                    as
Escrow Agent

                                  

                                  
                                    
                                    

                                  

                                  
                                    
                                    

                                  

                                  


                                  By:______________________________

                                  


                                  Name:____________________________

                                  


                                  Title:
____________________________

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      

    

     

    
      SCHEDULE
1

      


      
        	
                 
      

              	
                Telephone
      Number(s) and authorized signature(s)
for

              


      

      
        	
                 
      

              	
                Person(s) Designated
      to give Funds Transfer
Instructions

              


      

      


      
        
        

      

       

      
        If to
Issuer:

         

      

      
        
        

      

      


      
        
          	 	
                   Name

                   

                	 Telephone
      Number	 Signature
	
                  1.

                	
                  ______________________

                	
                  _______________________

                	
                  ___________________

                


        

      

      


      
        	
                2.

              	
                ______________________

              	
                _______________________

              	
                ___________________

              


      

      


      
        	
                3.

              	
                ______________________

              	
                _______________________

              	
                ___________________

              


      

       

      
 

      If to Depositor:

      


      
        
        

      

      


      
        
          	 	
                   Name    

                   

                	 Telephone
      Number	 Signature
	
                  1.

                	
                  ______________________

                	
                  _______________________

                	
                  ___________________

                


        

      

      


      
        	
                2.

              	
                ______________________

              	
                _______________________

              	
                ___________________

              


      

      


      
        	
                3.

              	
                ______________________

              	
                _______________________

              	
                ___________________

              


      

      


       

      


      
        	
                 
      

              	
                Telephone
      Number(s) for Call-Backs and

              


      

      
        	
                 
      

              	
                Person(s) Designated
      to Confirm Funds Transfer
Instructions

              


      

      


      
        
        

      

       

      
        If to
Issuer:

         

        
          	
                	
                   Name    

                   

                	 Telephone
      Number	 
	
                  1.

                	
                  ______________________

                	
                  _______________________

                	
                   

                


        

      

      
         

      

      
        	
                2.

              	
                ______________________

              	
                _______________________

              


      

      


      
        	
                3.

              	
                ______________________

              	
                _______________________

              


      

      


      If to Depositor:

      


      
        
        

      

      
        	
              	
                 Name    

                 

              	 Telephone
      Number	 
	
                1.

              	
                ______________________

              	
                _______________________

              	
                 

              


      

      
        
        

      

      


      
        	
                2.

              	
                ______________________

              	
                _______________________

              


      

      


      
        	
                3.

              	
                ______________________

              	
                _______________________

              


      

      


      


      Telephone
call backs shall be made to both Parties if joint instructions are required
pursuant to the agreement. All funds transfer instructions must include the
signature of the person(s) authorizing said funds transfer and must not be
the same person confirming said transfer.

       

       

        
          

        

      

       

      
        SCHEDULE
2

        


        Escrow
Agent’s Compensation:

        


        
          	
                   
      

                	
                  Escrow
      Agent’s compensation:

                


        

        


        
          	
                   
      

                	
                  One
      Time Fee: $500.00

                


        

        


        
          	
                   
      

                	
                  Annual
      Administration Fee: $3,000.00 per annum, without pro-ration for any
      partial years. Our one time fee and initial annual administration fee is
      payable upon execution of this  agreement and our annual
      administration fee for subsequent years is payable on the anniversary date
      of this agreement.

                


        

        


        


        
          
            

          



        


        EXHIBIT
A

        


        Standing
Settlement Instructions