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pay the expenses pursuant to Section 5 hereof and the balance added to the Escrow Fund and distributed at Seller if the conditions of Section 6(a) are met. If the conditions of Section 6(b) are met, a income of the Escrow Account shall belong and be reported and taxed to the Buyer whose taxpayer identification number/social
security number is _______________________, and the expenses pursuant
to Section 5 shall be paid by the Seller.
(5)	Escrow Agent's Fees. The fees and expenses of Escrow Agent shall be Five Hundred Dollars ($500) and shall be paid out of the income and interest realized from Escrow Agent's investment of the funds in the Escrow Account if disbursed pursuant to Section 6(a) or shall be paid by Seller if disbursed pursuant to Section 6(b). To the extent such income and interest are insufficient to pay the fees and expenses of Escrow Agent, such fees and expenses shall be paid by Seller promptly upon receipt of request therefor from Escrow Agent.
(6)	Disbursements from Escrow Account. Other than pursuant to the terms of Sections 4 and 5 above, amounts in the Escrow Account shall be disbursed as follows:
(a)	Disbursement to Seller. If the amount of the Escrow Fund reaches Four Hundred Thousand Dollars ($400,000) by June 30, 2001, Escrow Agent shall release from escrow to Seller or its assignee (as established by the written instructions from Seller) all amounts in the Escrow Account.
(b)	Disbursement to Buyer. If the amount of the Escrow Fund does not reach Four Hundred Thousand Dollars ($400,000) by June 30, 2001, Escrow Agent shall release from escrow to Buyer or its assignee (as established by the written instructions from Buyer), Buyer's pro-rata portion of the Escrow Account.
(7)	Termination. The term of this Agreement ("Term") shall be until the final payment by Escrow Agent of the Escrow Fund to Buyer, Seller or into the registry of the court pursuant to the terms hereof.
(8)	Waiver or Modification. This Agreement may not be modified, revoked, rescinded, changed, amended, or terminated except upon the mutual consent of Buyer and Seller, given in writing and delivered to Escrow Agent, subject to the provisions of Section 9(g) of this Agreement. No waivers shall be binding unless in writing and signed by the party against whom such waiver is tp be enforced.
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