Exhibit 10.1

                        Form of Escrow Agreement between
                         CNL Retirement Properties, Inc.
                               and SouthTrust Bank


<PAGE>



                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT (the "Agreement") is dated this ____ day of
_________, 2003, by and among CNL RETIREMENT PROPERTIES, INC., a Maryland
corporation (the "Company"), CNL SECURITIES CORP., a Florida corporation (the
"Managing Dealer"), and SOUTHTRUST BANK (the "Escrow Agent"). This Agreement
shall be effective as of the effective date of the Company's Registration
Statement filed with the Securities and Exchange Commission (the "Effective
Date").

         WHEREAS, the Company proposes to offer and sell, on a best-efforts
basis through the Managing Dealer and selected broker-dealers registered with
the National Association of Securities Dealers, Inc. (the Managing Dealer and
such selected broker-dealers are hereinafter referred to collectively as the
"Soliciting Dealers") up to 175,000,000 shares of common stock of the Company
(the "Shares") to investors at $10.00 per Share pursuant to a registration
statement (the "Registration Statement") filed with the Securities and Exchange
Commission; and

         WHEREAS, the Company and the Managing Dealer desire to establish an
escrow in which funds received from subscribers will be deposited, and the
Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions
herein set forth;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties covenant and agree as follows.

         1. Establishment of Escrow Accounts. On or prior to the Effective Date,
the Company and the Managing Dealer shall establish an interest-bearing escrow
account with the Escrow Agent, which escrow account shall be entitled "ESCROW
ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL RETIREMENT
PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow
Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer
will, and will cause selected broker-dealers acting as Soliciting Dealers to,
instruct subscribers to make checks for subscriptions payable to either the
Escrow Agent or the Company. The Managing Dealer may authorize certain
Soliciting Dealers which are "$250,000 broker-dealers" to instruct their
customers to make their checks for Shares subscribed for payable directly to the
Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds
of the subscribers' checks and issue a check made payable to the order of the
Escrow Agent for the aggregate amount of the subscription proceeds.

         2. Deposits into the Escrow Account.  The Managing Dealer will promptly
deliver all monies  received from  subscribers  for the payment of Shares to the
Escrow Agent for deposit in the Escrow Account.

         3. Collection Procedure.

                  (a) The Escrow Agent is hereby authorized to forward each
         check for collection and, upon collection of the proceeds of each
         check, to deposit the collected proceeds in the Escrow Account or,
         alternatively, the Escrow Agent may telephone the bank on which the
         check is drawn to confirm that the check has been paid.

                  (b) Any check returned unpaid to the Escrow Agent shall be
         returned to the Soliciting Dealer that submitted the check. In such
         cases the Escrow Agent will promptly notify the Company of such return.

                  (c) In the event that (i) the Company rejects any subscription
         for  Shares  or  (ii) an  investor  who has  telephonically  or  orally
         subscribed  for Shares  properly  withdraws  such  subscription  within
         fifteen (15) days from the date written confirmation has been mailed to
         the subscriber, and, in either such event, the Escrow Agent has already
         collected funds for such subscription,  the Escrow Agent shall promptly
         issue a refund  check to the  drawer  of the check  submitted  by or on
         behalf of the  rejected  or  withdrawing  subscriber.  If either of the
         events  specified in the clauses (i) or (ii) of the preceding  sentence
         occur and, in either such event, the Escrow Agent has not yet collected
         funds for such  subscription  but has submitted  the check  relating to
         such subscription for collection, the Escrow Agent shall promptly issue
         a check in the  amount of such  check to the  rejected  or  withdrawing
         subscriber after the Escrow Agent has cleared such funds. If the Escrow
         Agent has not yet submitted the check relating to the  subscription  of
         the rejected or withdrawing subscriber, the Escrow Agent shall promptly
         remit such check directly to the drawer of the check submitted by or on
         behalf of the subscriber.

         4. Investment of Escrowed Funds. The Escrow Agent, immediately upon
receipt of each check remitted to it, shall deposit such check in a bank account
(including, but not limited to, interest-bearing savings accounts and bank money
market accounts), in short-term certificates of deposit issued by a bank, in
short-term securities directly or indirectly issued or guaranteed by the United
States Government, or in other short-term, highly liquid investments with
appropriate safety of principal, all as directed by the Company. Interest and
dividends earned on such investments shall be similarly reinvested.

         5.  Distribution of Escrowed Funds. The Escrow Agent shall release from
the Escrow Account to the Company any and all Escrowed  Funds therein,  together
with all interest earned thereon,  upon the written request of an officer of the
Company.

         6. Liability of Escrow Agent.

                  (a) In performing any of its duties under this Agreement, or
         upon the claimed failure to perform its duties hereunder, the Escrow
         Agent shall not be liable to anyone for any damages, losses, or
         expenses which it may incur as a result of the Escrow Agent so acting,
         or failing to act; provided, however, the Escrow Agent shall be liable
         for damages arising out of its willful default or misconduct or its
         gross negligence under this Agreement. Accordingly, the Escrow Agent
         shall not incur any such liability with respect to (i) any action taken
         or omitted to be taken in good faith upon advice of its counsel or
         counsel for the Company which is given with respect to any questions
         relating to the duties and responsibilities of the Escrow Agent
         hereunder, or (ii) any action taken or omitted to be taken in reliance
         upon any document, including any written notice or instructions
         provided for in this Escrow Agreement, not only as to its due execution
         and to the validity and effectiveness of its provisions but also as to
         the truth and accuracy of any information contained therein, if the
         Escrow Agent shall in good faith believe such document to be genuine,
         to have been signed or presented by a proper person or persons, and to
         conform with the provisions of this Agreement.

                  (b) The Company hereby agrees to indemnify and hold harmless
         the Escrow Agent against any and all losses, claims, damages,
         liabilities and expenses, including, without limitation, reasonable
         costs of investigation and counsel fees and disbursements which may be
         incurred by it resulting from any act or omission of the Company;
         provided, however, that the Company shall not indemnify the Escrow
         Agent for any losses, claims, damages, or expenses arising out of the
         Escrow Agent's willful default, misconduct, or gross negligence under
         this Agreement.

                  (c) If a dispute ensues between any of the parties hereto
         which, in the opinion of the Escrow Agent, is sufficient to justify its
         doing so, the Escrow Agent shall be entitled to tender into the
         registry or custody of any court of competent jurisdiction, including
         the Circuit Court of Orange County, Florida, all money or property in
         its hands under the terms of this Agreement, and to file such legal
         proceedings as it deems appropriate, and shall thereupon be discharged
         from all further duties under this Agreement. Any such legal action may
         be brought in any such court as the Escrow Agent shall determine to
         have jurisdiction thereof. The Company shall indemnify the Escrow Agent
         against its court costs and attorneys' fees incurred in filing such
         legal proceedings.

         7. Inability to Deliver. In the event that checks for subscriptions
delivered to the Escrow Agent by the Company pursuant to this Agreement are not
cleared through normal banking channels within 120 days after such delivery, the
Escrow Agent shall deliver such uncleared checks to the Company.

         8. Notice. All notices, requests, demands and other communications or
deliveries required or permitted to be given hereunder shall be in writing and
shall be deemed to have been duly given if delivered personally, given by
prepaid telegram or deposited for mailing, first class, postage prepaid,
registered or certified mail, as follows:



<PAGE>


      If to the subscribers for
      Shares:                       To their respective
                                    addresses as specified in
                                    their Subscription
                                    Agreements.



      If to the Company:            CNL Retirement Properties, Inc.
                                    CNL Center at City Commons
                                    450 South Orange Avenue
                                    Orlando, Florida  32801
                                    Attention:  Mr. James M. Seneff, Jr.,
                                    Chairman of the Board

      If to the Managing Dealer:    CNL Securities Corp.
                                    CNL Center at City Commons
                                    450 South Orange Avenue
                                    Orlando, Florida  32801
                                    Attention:  Mr. Robert A. Bourne, President

      If to the Escrow Agent:       SOUTHTRUST BANK
                                    135 West Central Boulevard, Suite 1200
                                    Orlando, Florida  32801
                                    Attention:  Ms. Rebecca Brayman

         9. Fees to Escrow Agent. In consideration of the services to be
provided by the Escrow Agent hereunder, the Company will pay the Escrow Agent a
fee for its services hereunder (the "Escrow Fee"). The Escrow Fee shall be $350
for each month or any portion thereof that the Escrow Account continues for the
Company. Payments by the Company, if any, shall be due and payable no less
frequently than six-month intervals while the escrow continues for the Company.
In no event shall the total Escrow Fees payable by the Company pursuant to this
Agreement be less than $2,100, nor more than $4,200, for any 12-month period.
Notwithstanding anything contained in this Agreement to the contrary, in no
event shall any fee, reimbursement for costs and expenses, indemnification for
any damages incurred by the Escrow Agent, or monies whatsoever be paid out of or
chargeable to the Escrowed Funds in the Escrow Account.

         10.      General.

                  (a) This  Agreement  shall be  governed by and  construed  and
         enforced in accordance with the laws of the State of Florida.

                  (b) The section headings contained herein are for reference
         purposes only and shall not in any way affect the meaning or
         interpretation of this Agreement.

                  (c) This Agreement sets forth the entire agreement and
         understanding of the parties with regard to this escrow transaction and
         supersedes all prior agreements, arrangements and understandings
         relating to the subject matter hereof.

                  (d) This Agreement may be amended, modified, superseded or
         cancelled, and any of the terms or conditions hereof may be waived,
         only by a written instrument executed by each party hereto or, in the
         case of a waiver, by the party waiving compliance. The failure of any
         party at any time or times to require performance of any provision
         hereof shall in no manner affect the right at a later time to enforce
         the same. No waiver in any one or more instances by any party of any
         condition, or of the breach of any term contained in this Agreement,
         whether by conduct or otherwise, shall be deemed to be, or construed
         as, a further or continuing waiver of any such condition or breach, or
         a waiver of any other condition or of the breach of any other terms of
         this Agreement.

                  (e) This Agreement may be executed simultaneously in two or
         more counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

                  (f) This  Agreement  shall inure to the benefit of the parties
         hereto and their respective administrators, successors, and assigns.

         11. Representation of the Company. The Company hereby acknowledges that
the status of the Escrow Agent with respect to the offering of the Shares is
that of agent only for the limited purposes herein set forth, and hereby agrees
it will not represent or imply that the Escrow Agent, by serving as the Escrow
Agent hereunder or otherwise, has investigated the desirability or advisability
of an investment in the Shares, or has approved, endorsed or passed upon the
merits of the Shares, nor shall the Company use the name of the Escrow Agent in
any manner whatsoever in connection with the offer or sale of the Shares, other
than by acknowledgement that it has agreed to serve as Escrow Agent for the
limited purposes herein set forth.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                        "COMPANY"

                        CNL RETIREMENT PROPERTIES, INC.


                        By: __________________________________
                            JAMES M. SENEFF, JR.,
                            Chairman of the Board and Chief Executive Officer


                        "MANAGING DEALER"

                        CNL SECURITIES CORP.


Attest: ___________     By:      ___________________________________
                                 ROBERT A. BOURNE, President


                        "ESCROW AGENT"

                        SOUTHTRUST BANK


Attest: ___________     By:      ___________________________________
                        Name:    ___________________________________
                        Title:   ___________________________________