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					                                       REAL ESTATE DEPOSIT ESCROW AGREEMENT

               FOR VALUABLE CONSIDERATION, the parties enter into the following agreement, dated
             , 200   :

               1.              Definitions.

“Escrow Agent” shall mean Riverside National Bank of Florida,                                                        Escrow Services, Second Floor,
1600 South Federal Highway, Ft. Pierce, FL 34950                                                                                                       .
                                                                                       (address)
   1-888-998-2538                                                   1-772-462-4149                          escrowservices@riversidenb.com
     (telephone number)                                                 (fax number)                                       (email address)


“Buyer” shall mean

(address)

(telephone number)                                                (fax number)                     (email address)

“Seller” shall mean

(address)

(telephone number)                                                (fax number)                     (email address)


“Real Property” shall mean                                             , or see legal description attached.

“Deposit” shall mean the initial deposit of $                                           , together with subsequent deposits, if any, required by
the purchase and sale agreement.

        2.     Escrow Arrangement. (a) Buyer and Seller have entered into an agreement for the
purchase and sale of the Real Property, which agreement calls for Buyer to pay the Deposit. Buyer and
Seller agree that the Deposit shall be paid to and held by Escrow Agent until the closing. Escrow Agent
shall timely deliver the deposit to the closing agent, in accordance with the terms and conditions of this
agreement; or (b) alternatively, if Buyer has signed and delivered this agreement and the Deposit to
Escrow Agent, prior to signature of this agreement by Seller, then, until signed by Seller and notice of
such fact is received by Escrow Agent, this agreement shall be deemed to exist solely between Buyer
and Escrow Agent, as set forth more fully in paragraph 7 below.

       3.      Escrow Account. The Deposit check shall be made payable to “Riverside Bank Escrow
Services.” Escrow Agent shall hold the Deposit in a separate account entitled “Riverside Bank Escrow
Account f/b/o [Buyer] / [Seller].” No party shall have access to the Deposit while held in the escrow
account, except Escrow Agent. There shall be no fee for Escrow Agent’s services; however, the escrow
account shall be non-interest bearing.
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        4.      Closing Procedure. No less than five (5) business days prior to closing, Buyer (or
Buyer’s agent) shall notify Escrow Agent in writing of the identity of the closing agent and the
scheduled date and time of the closing. Provided Escrow Agent has not received a written notice of
dispute pursuant to paragraph 5 below, Escrow Agent shall deliver the Deposit to the closing agent
sufficiently in advance of the closing so that collected funds are available at the closing.

        5.      Disputes/Failure to Close. If any dispute arises between Buyer and Seller (or any other
party claiming an interest in the Deposit) relating to the disposition of or entitlement to the Deposit, the
party asserting such dispute shall immediately deliver written notice of the dispute to Escrow Agent. If
Escrow Agent receives such notice after sending a check to or otherwise delivering the Deposit to the
closing agent, Escrow Agent shall have no duty to stop payment or otherwise attempt to retrieve the
Deposit from the closing agent. The Deposit shall be deemed to be in the possession of the closing
agent, and the parties may thereafter pursue their dispute with respect to the Deposit in the hands of the
closing agent. Otherwise, the dispute may be resolved in accordance with any of the following
procedures: (a) Buyer and Seller (or other third party) shall discuss the dispute in good faith and attempt
to reach a resolution. If a resolution is reached, Buyer and Seller (or other third party) shall deliver
written instructions to Escrow Agent, signed by Buyer and Seller (or other third party). Escrow Agent
shall comply with such written instructions; (b) Escrow Agent may file an interpleader action and
comply with any final order of the court. In such case, Escrow Agent shall be entitled to be paid
attorney’s fees, court costs and expenses out of the interpleaded funds; or (c) Escrow Agent may await
the result of any litigation between the parties, and comply with any final order of the court. For the
purposes of this paragraph, the term “final order” shall mean a final order or judgment establishing the
disposition of or entitlement to the Deposit, which (a) is non-appealable, or (b) if appealed, is not subject
to a stay order obtained within thirty (30) days of the filing of the notice of appeal. Provided Escrow
Agent follows (a), (b) or (c) above, Escrow Agent shall have no liability relating to the disposition of or
entitlement to the Deposit.

        6.      Miscellaneous. (a) Collection of Deposit. It shall be Buyer’s duty to pay the Deposit to
Escrow Agent. Escrow Agent shall have no duty to attempt to collect the Deposit if for any reason
Buyer fails to pay the Deposit to Escrow Agent; (b) Direct Payment of Deposit to Escrow Agent. The
Deposit shall be deemed to have been paid to and received by Escrow Agent directly from Buyer, and
shall not be deemed to have been paid to or received by any real estate brokers or sales persons; (c)
Voluntary Selection. Buyer and Seller acknowledge that they have voluntarily selected Escrow Agent,
and have not been compelled to do so by any real estate brokers or sales persons, attorneys, title
companies or other parties involved in the purchase and sale transaction, all of whom are released and
shall have no liability with respect to the selection or activities of Escrow Agent; (d) Indemnification by
Buyer and Seller. In the absence of gross negligence or willful misconduct by Escrow Agent, Buyer and
Seller shall defend, hold harmless and indemnify Escrow Agent from any claims, actions, losses,
damages or expenses (including reasonable attorneys fees) arising out of or relating to the Deposit or
this agreement; (e) Indemnification by Escrow Agent. Escrow Agent shall defend, hold harmless and
indemnify Buyer, Seller and any real estate brokers representing Buyer and Seller, from any claims,
actions, losses, damages or expenses (including reasonable attorneys fees) arising out of or relating to
any theft, conversion or embezzlement of the Deposit, or any portion thereof, by any employee of
Escrow agent. Without limitation, Escrow Agent shall refund and restore the Deposit, or any portion
thereof, which are stolen, converted or embezzled by any employee of Escrow Agent; (f) Limitation of
Liability. Except as set forth in the prior subparagraph, and regardless of the theory of recovery, Escrow
Agent’s liability for any act or omission relating to the Deposit, shall be limited to actual direct
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damages, which amount shall be no greater than the amount of the Deposit, plus statutory interest.
Escrow Agent shall not be liable for incidental, consequential, indirect, loss of profit or bargain, or
punitive damages; (g) Written Notice. Escrow Agent may rely and act upon written notice provided
hereunder, without being under any legal duty to investigate or confirm the authenticity or accuracy of
such notice; (h) Escrow Agent’s Uncertainty. If Escrow Agent has a good faith doubt, confusion or
uncertainty about the propriety or validity of a requested disbursement from the escrow account, Escrow
Agent may in its sole discretion hold the subject funds until the doubt, confusion or uncertainty is
resolved to its sole satisfaction. If such doubt, confusion or uncertainty is not resolved to its sole
satisfaction, such matter shall be deemed to be a “dispute” and shall be resolved in accordance with the
procedures set forth in paragraph 5 above; (i) Records. Escrow Agent shall retain its records relating to
the escrow transaction for a period of five (5) years after disbursement from and closure of the escrow
account; (j) Resignation. Escrow Agent shall have the right to resign upon thirty (30) days written
notice to Buyer and Seller. Upon receipt of such notice, Buyer and Seller shall deliver joint written
instructions to Escrow Agent providing for disposition of the funds then being held pursuant to this
agreement; (k) Venue. Venue for any civil action arising out of or relating to this agreement shall be the
county in which the Real Property is located; and (l) Superseding Agreement. This agreement shall
supersede and replace any deposit escrow provisions set forth in the purchase and sale agreement.

        7.      Agreement Signed Solely by Buyer. If Buyer has signed and delivered this agreement
and the Deposit to Escrow Agent, prior to signature of this agreement by Seller, then the following shall
apply: (a) Escrow Agent shall deposit and hold the Deposit in a non-interest bearing general escrow
account established by Escrow Agent for such deposits, (b) upon signature of this agreement by Seller,
Buyer or Seller shall immediately deliver written notice of such fact, together with a copy of this
agreement signed by Seller, directly to Escrow Agent’s Escrow Services Department. Upon receipt of
such documents by Escrow Agent’s Escrow Services Department, this agreement shall be deemed to be
a tri-party agreement between Buyer, Seller and Escrow Agent, the account described in paragraph 3
above shall be established, and all remaining provisions of this agreement shall become applicable, and
(c) unless and until such documents are received by Escrow Agent’s Escrow Services Department,
Escrow Agent shall return the Deposit to Buyer upon Buyer’s written request.

       8.      Termination. This agreement shall terminate when all funds have been disbursed from
the escrow account; provided, however, that any provisions not fully performed at the time of
termination (e.g., indemnification, limitation of liability, records retention, etc) shall survive until such
provisions have been fully performed.

       9.      Notice. Except as otherwise provided, any written notice required hereunder shall be (a)
mailed by certified U.S. mail, return receipt requested, (b) sent by a nationally recognized overnight
delivery service, (c) delivered by hand delivery, (d) delivered by facsimile transmission, or “fax,”
provided written confirmation exists that such transmission was received, or (e) delivered by electronic
transmission or email, provided written confirmation exists that such email was received and opened.

                               To Escrow Agent’s Escrow Services Department, at the address set forth
                               above.




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                               To Buyer at the address set forth above, with a copy (if desired) to:

                               (address)

                               (telephone number)                 (fax number)    (email address)



                               To Seller at the address set forth above, with a copy (if desired) to:

                               (address)

                               (telephone number)                 (fax number)    (email address)

        10.     Facsimile/Electronic Signature. A signature to this agreement transmitted by fax, email
or other electronic means shall have the same force and effect as an original signature.

BUYER                                                                            SELLER


By:                                                                              By:
Print Name:                                                                     Print Name:



By:                                                                              By:
Print Name:                                                                     Print Name:


ESCROW AGENT


By:
Print Name and Title:




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                                                                  GENERAL INSTRUCTIONS


ALL BLANKS IN THE AGREEMENT SHOULD BE FILLED IN WITH PROPER NAMES AND
CONTACT INFORMATION.

THE AGREEMENT SHOULD THEN BE SIGNED BY BOTH THE BUYER AND SELLER (See
Paragraph 7 which shall govern if the agreement is signed solely by the Buyer).

THE AGREEMENT SHOULD THEN BE DELIVERED TO RIVERSIDE BANK, TOGETHER WITH (A)
THE DEPOSIT CHECK, MADE PAYABLE TO “RIVERSIDE BANK ESCROW SERVICES” AND (B) A
COPY OF THE BUYER’S DRIVERS LICENSE. IF THE BUYER CONSISTS OF MORE THAN ONE
INDIVIDUAL, THEN COPIES OF ALL BUYERS’ DRIVERS LICENSES ARE REQUIRED. IF THE
BUYER IS A CORPORATION OR OTHER ENTITY, THEN A COPY OF THE DRIVERS LICENSE OF
THE INDIVIDUAL SIGNING ON BEHALF OF THE CORPORATION OR OTHER ENTITY IS
REQUIRED.

THE AGREEMENT CAN BE HAND DELIVERED TO ANY RIVERSIDE BANK BRANCH LOCATION,
OR MAILED TO RIVERSIDE BANK ESCROW SERVICES AT THE ADDRESS ABOVE.

                                        THANK YOU FOR DOING BUSINESS WITH RIVERSIDE BANK!




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                                                   RECEIPT OF AGREEMENT/CHECK



               THIS RECEIPT shall acknowledge that _______________________________________
__________________________________________ delivered the attached Real Estate Escrow Deposit
Agreement between ______________________________________________________ (Buyer) and
_________________________________________________________ (Seller) to Riverside Bank at the
following location ____________________________________________, together with a deposit check
#__________ in the amount of $____________.

               DATE __________________________, 200___.




                                                                  Signature of Riverside Bank employee accepting
                                                                  delivery of agreement and check

                                                                  Branch number: _____________




[Internal instructions: The Riverside Bank employee accepting delivery of the agreement and check
shall give a copy of the receipt (or the original, if requested, keeping a copy for the bank) to the person
who delivered the agreement and check, and shall immediately forward the agreement, check and receipt
through the bank courier system to Escrow Services, 2nd Floor, 1600 So. Federal Hwy., Ft. Pierce, FL.]




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