HOWELL,
NATIONAL COMMERCIAL CLOSING SPECIALIST, 1980 POST OAK BOULEVARD, SUITE 610,
HOUSTON, TEXAS 77056 (TEL) 800-729-1906, (FAX) 713-552-1703
("ESCROW AGENT" OR
"TITLE INSURER") AN INITIAL DEPOSIT (THE "INITIAL DEPOSIT") OF $425,000 BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS ("GOOD FUNDS").
THE INITIAL DEPOSIT
SHALL BE ALLOCATED BETWEEN THE SOLANA SELLER AND THE SIENNA SELLER AS FOLLOWS:
$250,000 TO THE SOLANA VISTA PROPERTY AND $175,000 TO THE SIENNA BAY PROPERTY.
2.2.2
ON OR BEFORE THE DAY THAT THE FEASIBILITY PERIOD EXPIRES,
PURCHASER SHALL DELIVER TO ESCROW AGENT AN ADDITIONAL DEPOSIT (THE "ADDITIONAL
DEPOSIT") OF $175,000 BY WIRE TRANSFER OF GOOD FUNDS.
THE ADDITIONAL DEPOSIT
SHALL BE ALLOCATED ENTIRELY TO THE SIENNA BAY PROPERTY.
2.2.3
AT THE CLOSING, SUBJECT TO THE OCCURRENCE OF THE LOAN ASSUMPTION
AND RELEASE, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE
APPLICABLE TO EACH PROPERTY IN THE AMOUNT OF THE OUTSTANDING PRINCIPAL BALANCE
OF THE NOTE APPLICABLE TO SUCH PROPERTY, TOGETHER WITH ALL ACCRUED BUT UNPAID
INTEREST (IF ANY) THEREON, AS OF THE CLOSING DATE (THE "LOAN BALANCE").
2.2.4
THE BALANCE OF THE PURCHASE PRICE FOR EACH PROPERTY SHALL BE PAID
TO AND RECEIVED BY ESCROW AGENT BY WIRE TRANSFER OF GOOD FUNDS NO LATER THAN
10:00 A.M. ON THE CLOSING DATE.
2.2.5
THE PURCHASE PRICE FOR THE SOLANA VISTA PROPERTY AND THE SIENNA
BAY PROPERTY HAVE BEEN ESTABLISHED BY PURCHASER, AND SELLER HAS NOT, IN ANY WAY,
INFLUENCED THE ALLOCATIONS BETWEEN THE PROPERTIES.
2.3
ESCROW PROVISIONS REGARDING DEPOSIT.
2.3.1
ESCROW AGENT SHALL HOLD THE DEPOSIT AND MAKE DELIVERY OF THE
DEPOSIT TO THE PARTY ENTITLED THERETO UNDER THE TERMS OF THIS CONTRACT.
ESCROW
AGENT SHALL INVEST THE DEPOSIT IN SUCH SHORT-TERM, HIGH-GRADE SECURITIES,
INTEREST-BEARING BANK ACCOUNTS, MONEY MARKET FUNDS OR ACCOUNTS, BANK
CERTIFICATES OF DEPOSIT OR BANK REPURCHASE CONTRACTS AS ESCROW AGENT, IN ITS
DISCRETION, DEEMS SUITABLE, AND ALL INTEREST AND INCOME THEREON SHALL BECOME
PART OF THE DEPOSIT AND SHALL BE REMITTED TO THE PARTY ENTITLED TO THE DEPOSIT
PURSUANT TO THIS CONTRACT.
2.3.2
ESCROW AGENT SHALL HOLD THE DEPOSIT UNTIL THE EARLIER OCCURRENCE
OF (I) THE CLOSING DATE, AT WHICH TIME THE DEPOSIT SHALL BE APPLIED AGAINST THE
PURCHASE PRICE FOR EACH PROPERTY ACCORDING TO ITS ALLOCATIONS SET FORTH IN
SECTION 2.2 ABOVE, OR RELEASED TO SELLERS PURSUANT TO SECTION 10.1, OR (II) THE
DATE ON WHICH ESCROW AGENT SHALL BE AUTHORIZED TO DISBURSE THE DEPOSIT AS SET
FORTH IN SECTION 2.3.3.
THE TAX IDENTIFICATION NUMBERS OF THE PARTIES SHALL BE
FURNISHED TO ESCROW AGENT UPON REQUEST.
2.3.3
IF PRIOR TO THE CLOSING DATE, PURCHASER OR SELLERS'
REPRESENTATIVE MAKES A WRITTEN DEMAND UPON ESCROW AGENT FOR PAYMENT OF THE
DEPOSIT, ESCROW AGENT SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTIES OF SUCH
DEMAND.
IF ESCROW AGENT DOES NOT RECEIVE A WRITTEN OBJECTION FROM ANOTHER PARTY
TO THE PROPOSED PAYMENT WITHIN 5 BUSINESS DAYS AFTER THE GIVING OF SUCH NOTICE,
ESCROW AGENT IS HEREBY AUTHORIZED TO MAKE SUCH PAYMENT.
IF ESCROW AGENT DOES
RECEIVE SUCH WRITTEN OBJECTION WITHIN SUCH 5 BUSINESS DAY PERIOD, ESCROW