ESCROW AGREEMENT

This escrow agreement is made and executed this _______ day of ___________ 20__, by and
between _________________________________ hereafter Seller and
__________________________________ hereafter Buyer and First Pryority Bank of Pryor, OK., hereafter Bank.

Witnesseth:


Whereas, Seller has agreed to sell to Buyer the below described airplane together with all of its present avionics and both Parties have agreed to appoint Bank as their escrow agent, subject to the terms and conditions of this agreement and the terms of any written buy-sell agreement relating to said aircraft.

Now, therefore, in consideration of $___________ paid to Bank for its escrow services and other good and valuable considerations, it is mutually agreed as follows, to wit:

  1. Bank hereby agrees to act as escrow agent in this transaction and subject to the terms of this agreement and any related written buy-sell agreement.
  2. That in the event of any controversy between the Parties hereto or any third person with respect to this transaction, Bank shall not be required to determine the same or take any action. Bank may await settlement of any controversy by appropriate legal proceeding, or otherwise, notwithstanding any provision of this agreement or related agreements to the contrary. In the event of a controversy, Bank shall not be liable for interest on any money held in escrow and Bank may elect to deposit all documents and moneys with any court pending determination of any controversy.
  3. This escrow agreement relates to the following described aircraft:
     Make             ____________________
     Model ____________________
     N-number ____________________
     Serial Number ____________________
     Year ____________________
  4. The agreed purchase price is $__________________.
  5. Buyer shall wire transfer to Bank the sum of $______________ which sum is the agreed purchase price, less any deposit held by seller, plus $___________ escrow fee to be paid to Bank plus $___________ FAA filing fees. Buyer agrees that said sum will be held in a non-interest bearing account at and wired to:

    First Pryority Bank of Pryor, OK
    Please contact us for wiring instructions upon acceptance of the escrow agreement.

  6. Buyer shall send or have sent to Bank the following documents:
A. Completed and signed FAA application for registration in name of Buyer or Buyers designee.
B. A security agreement purporting to create a security interest in the subject aircraft in the amount of $_______________ and in favor of __________________________ , aircraft lender.
C. Current aircraft title search
D. Any written buy-sell agreement relating to the aircraft
E. other documents ___________________________________________
  7. Seller shall send to Bank or have sent to Bank the following documents
A. FAA Bill of Sale signed by Seller describing the subject aircraft and conveying title to Buyer or his written designee.
B. release of lien or disclaimer of interest in the subject aircraft purporting to release or disclaim any security interest claimed by _____________________.
C. other documents ________________________________________________.
  8. When the Parties hereto have wired the proper funds and sent the proper documents to Bank and both parties have agreed in writing that the terms of their agreement and any related agreements are satisfied, both parties agree to fax Bank (918-825-0519) their written consent to disburse funds and for Bank to tender all documents to the FAA. The  Parties agree that upon proper written notice, Bank shall wire any funds necessary to release any pre-existing liens upon  said airplane in accordance with written wire instructions.
  9. The Parties hereto mutually acknowledge and agree that correct wiring instruction information is critical to this  transaction and in the event that either Party should erroneously provide incorrect wire information to Bank, that said wired funds may be forever lost and that Bank shall not be responsible to either Party for incorrect wire instructions.   Both Parties assume the responsibility of providing correct wire information to Bank and both recognize that if the funds are wired to incorrect accounts that the funds may be forever lost and be unrecoverable.
10. Both Parties acknowledge that Bank cannot wire funds later than 2:30 PM Central time and that both Parties obligations to each other must be completed in sufficient time in order to allow mailing of documents and wiring of funds.
11. Special instructions to Bank are as follows:
     _______________________________________________________________________
     _______________________________________________________________________
     _______________________________________________________________________
     _______________________________________________________________________
We have read, understand, and agree to the terms and conditions of this agreement and any related buy-sell agreement.


____________________________
Buyer


____________________________
Seller


_________________________________________
First Pryority Bank of Pryor, OK, by its _______President