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The undersigned consisting of all of the general and limited partners of ____________, a limited partnership agree:

That on ____________ a declaration of limited partnership was executed by:

________________________________________________________________

The initial capital contributions set forth in the agreement herein shall be held by _________________, as ESCROW AGENT, in an interest bearing trust account. All limited or general partners shall pay over their agreed capital contributions to the ESCROW AGENT, who shall provide a receipt for all funds received to the payee thereof.

As each capital contribution is received, the ____________ limited partnership shall deliver to ESCROW AGENT Limited Partnership certificates representing the interests paid for. These certificates shall be retained by ESCROW AGENT, in trust, pending reaching the “Break Escrow amount (defined below).”

ESCROW AGENT shall hold all funds strictly in trust, and shall only disburse the same to ___________________ upon the receipt of a minimum amount of $____(____________________ & __ /100 dollars) (referred to as the “break escrow” amount) have been collected within _____ days. Should the break escrow amount not be reached by the deadline specified, the ESCROW AGENT shall refund the sums collected to those depositing them, together with their proportional interest earned. Further, the limited partnership certificates shall be returned to the limited partnership.

If the break escrow amount is reached, the ESCROW AGENT shall disburse the funds, including any interest earned, to the LIMITED PARTNERSHIP and shall release the certificates of limited partnership interest to those having made capital contributions.

Once deposited sums shall not be refundable prior to the deadline for ascertaining whether escrow has been broken, and, return of capital contributions shall not be required if escrow is broken.

The ESCROW AGENT shall be indemnified by both parties from any claims provided that the ESCROW AGENT shall act in accordance with the escrow instructions set forth herein.

These escrow instructions may only be modified by a writing executed by all limited and general partners named in the declaration of limited partnership and any other depositors to the escrow fund.

Dated: _____________________________________

Accepted by:

____________________ ___________________

Escrow Agent General Partner

Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This Escrow Agreement is fairly standard with partnerships. It protects the interests of the early Limited Partners by not allowing the partnership to go forward unless a certain minimum amount of capital is raised. Limiteds should be on the lookout for these kinds of agreements because they demonstrate a prudence on the part of the General Partner.

1. Make multiple copies. Keep one in your home safe. Give one to each related party (e.g., Limiteds as they sign up).

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_________________ and _____________, referred to herein as “PRINCIPALS” herewith request that _______________________, referred to herein as “ESCROW AGENT” establish an escrow of the following described items, and dispose of them as is provided herein.

PRINCIPALS herewith deliver the following items to be held by ESCROW AGENT:

_________________________________

Any cash funds or cash proceeds shall be deposited by the ESCROW AGENT in an interest bearing account, in institutions which are federally insured for deposits in the amount of the ESCROW, or in direct obligations of the United States of America, including treasury bills or notes with maturity dates coinciding with any distributions to be made hereunder. In the event that non-cash items are deposited, the ESCROW AGENT shall maintain such items in the condition in which they were received.

ESCROW agent shall release the funds and items upon the receipt of instructions from seller, reciting the following:

____________________________________________________________

as follows:

_____________________________________________________________

said instructions shall be sworn or provided under penalties of perjury.

In the event that instructions are not received on ________, 20__, ESCROW agent shall close the escrow and return the amounts to the parties depositing or providing them originally, and shall then be absolutely discharged.

Upon receipt of such instructions and complying with the same, ESCROW agent shall be discharged as to the amounts so paid. ESCROW agent shall be absolutely discharged upon such payment and may rely solely and totally upon such certifications. ESCROW agent shall not be required to make any independent verification of the correctness of any instructions or the occurrence of any required conditions precedent and shall rely solely on certifications received as provided herein.

In the event of the receipt of conflicting instructions prior to discharge of the ESCROW agent, ESCROW AGENT shall commence an arbitration before a single arbitrator acceptable to ESCROW AGENT under the rules of the American Arbitration Association, whose decision shall be final. Upon receipt of a final decision from the arbitrator, the ESCROW AGENT shall comply therewith and upon such compliance shall be discharged from all further liability. The decision of the arbitrator shall be final, and may be reduced to judgment by any party hereto or the escrow agent.

PRINCIPALS shall indemnify ESCROW AGENT for all actions taken in compliance with this agreement.

The PRINCIPALS shall reimburse the ESCROW AGENT for expenses incurred herein as follows:

___________________________________________________________

ESCROW agent shall receive compensation for its services as follows:

___________________________________________________________

This is the entire agreement between PRINCIPALS and ESCROW AGENT. ESCROW AGENT is solely acting as a neutral stakeholder and the PRINCIPALS agree that there are no intended third party beneficiaries or parties other than PRINCIPALS to this agreement.

All notices herein shall be served as follows:

TO ESCROW AGENT:

______________________________

______________________________

TO PRINCIPALS:

______________________________

______________________________

All notices herein shall be sent by certified mail, or by overnight delivery service providing a receipt. Notices sent by certified mail shall be deemed received within one working day after first notice to the recipient for pick up, or when received, whichever is earlier. Notices sent by overnight delivery service shall be deemed received the next business day.

Dated: ____________________________

PRINCIPALS:

______________________________________________________

ESCROW AGENT:

______________________________________________________

Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This document is extremely useful in insuring that all paperwork and deal details are implemented appropriately by the parties, and the Escrow Agent in particular.

1. Make multiple copies. Give one to each signatory. Keep one with the transaction file.

2. Review the document carefully to be sure all your deal points are covered in this documentwhich is the operating document for closing and fund disbursement.