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CP Z 0 .__ ...�..r.......�� —.. . .. .. . - . . . M . . . . . ..�... . . .-. .. . .._�.... .�. ... . . . .. d. r .. . . . ... . �.... C r chow ArRiKSM NT. THIS )ESCROW ACRE NIENT ("Escrow Agreement"') is made and entered into as of this 10th day of August 2005 by and among Indian River Coanty, apolitical subdivision of the State of Florida ("Buyer'), Ronald M. Ansin, Edmund N . Ansin, Trustee and RO-ED Corporation, ("Sellers") (Buyer and Sellers are from time to time collectively referred to as Trincipal(s)"), and the law firm of Milledge & Iden ("Escrow Agent"). RECITALS 1 . Buyer and Sellers entered into that certain Agreement to Purchase and Sell Real Estate dated June 21 , 2005, (the "Purchase Agreement'l and that certain Option Agreement for Salo and Purchase dated June 21 , 2005 , (the "Option Agreement") (the Purchase Agreement and the Option Agreement collectively referred to as the "Agreements') with respect to the sale and purchase of the Property (as defined iA the Agreements), 2 . In order to complete the sale and purchase of the Property by Buyer and Sellers, the Principals desire that Escrow Agent hold the closing documents required by Addendum A of the Agreements (the "Closing Documents') and the "Purchase Prim"' in the gross amount of one million nine hundred thirty nine thousand five hundred dollars (51 ,9391,500.00), as such amount may be adjusted with respect to closing costs as set forth in the Agreement The Closing Documents and Purchase Price are from time to time collectively referred to as the "Escrowed Property." 3 . Escrow Agent his agreed to act as escrow agent for the Escrowed Property on the terms and conditions now about to be set forth. NOW, THMFORE, in consideration of the covenants and agreements herein set forth and other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as fellows: 1. Emsow. J.16 Escrow Agent agrees to hold all of the E rowed Property in eswow subject to the terms and conditions contained in this Escrow Agreement. The provisions of this Escrow Agreement shall control in the event of any conflict between the provisions here of and the provisions of the Purchase Agrement. Any terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement, 1 .2, Escrow Agent shall deposit the Purchase Price in a non-interest bearing escrow account. 1