Ferydoun Ahadpour, a.k.a F. Ahadpour and Doris Ahadpour - Page 9






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          Escrow Holder by letter that the parties wished to continue with            
          the escrow and that they considered it still open.                          
          Cancellation of Agreement                                                   
               On January 31, 1992, after several weeks of negotiations               
          between petitioners and First American, those parties executed an           
          “Amendment to Limited Agreement” incorporating the matters                  
          discussed in Mr. Steinman’s December 4, 1991, letter.  Pursuant             
          to the “Amendment to Limited Agreement”, First American issued a            
          cashier’s check in the amount of $750,000 to petitioners so that            
          they could pay CDC.  This amount was added to petitioners’                  
          accumulated indebtedness to First American.                                 
               Since petitioners were unable to deliver title in fee simple           
          to Phase II free of the cloud of the State’s public easement                
          claim, petitioners and CDC decided to cancel escrow.  CDC agreed            
          to accept $650,000 to terminate its rights under the Agreement.             
          By letter dated February 4, 1992, Mr. Steinman informed Escrow              
          Holder that petitioners and CDC agreed to cancel the Phase II               
          escrow.  On February 14, 1992, petitioners and CDC signed a                 
          “Mutual Release” in which they agreed to terminate the sale of              
          Phase II and to release each other from any causes of action                
          relating to the Agreement.                                                  
               Pursuant to the terms of the Mutual Release, the parties               
          agreed that CDC would receive up to $650,000 from petitioners “as           
          consideration” for executing the Mutual Release:  $600,000 to be            
          paid at the signing of the Mutual Release and an “Additional                
          Amount” of $50,000 to be paid upon, inter alia, the return of               

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