Escrow Agreement



1. Parties. [name] of [address] (Seller) and [name] of [address] (Buyer) have entered into a contract for the sale of Seller's business [name, address, and nature of business], a copy of which is annexed to this Agreement [omitted].

2. Agreement for Funds to Be Placed in Escrow. Seller will pay ---------- dollars ($----------) to be held by [name] as Depositary. This sum shall be paid by [date].

3. Payment of Debts. Seller agrees to pay all outstanding debts of the business. Should Seller fail to make such payments, Buyer may make such payments and Seller will remain liable to Buyer for any such payments made by Buyer.

4. Holding of Escrow Account. Depositary will hold the escrow account until Buyer and Seller provide Depositary with a written statement instructing Depositary as to the disposal of the escrow. Depositary, upon receiving such instruction, may then pay out the escrow as instructed by Buyer and Seller.

[signature]

Buyer

[signature]

Seller

[Acknowledgments]

[Name] (Depositary) acknowledges the receipt of ---------- dollars ($----------) and agrees to the terms and conditions regarding this sum as set forth by this Escrow Agreement.

[dated] [signature]

Depositary

[Acknowledgments]