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(3) "Net Cash" shall mean the portion of the
total purchase price that would have been payable under
the Contract by Buyer to Seller for the Exchange Prop-
erty (if Buyer had acquired such Exchange Property for
cash rather than pursuant to a nonsimultaneous ex-
change) adjusted for all applicable credits, adjust-
ments and prorations but excluding Buyer's closing
costs and expenses.
* * * * * * *
7. Miscellaneous Provisions. The following
miscellaneous provisions all apply to this Agreement:
* * * * * * *
(e) Amendment and Modification. The parties may
amend, modify or supplement this Agreement only in the
form of a written agreement signed by all the parties.
After the escrow agreement was entered into on July 26, 1990, the
parties to that agreement never amended, modified, or supple-
mented it by signing a written agreement to that effect, as
required by paragraph 7(e) of the escrow agreement.
The escrow agreement was signed on behalf of OIP by Mr.
Canty as its president, on behalf of Interstate by the secretary
and treasurer of Xway which was the sole owner of Interstate, and
on behalf of the Bank by the Bank's president. John Hefferan
(Mr. Hefferan) also signed the escrow agreement as "TRUSTEE FOR
INTERSTATE PARK JOINT VENTURE" (Interstate's trustee). It was
Mr. Canty who asked Mr. Hefferan to sign the escrow agreement as
Interstate's trustee, and Mr. Hefferan agreed to do so, even
though Mr. Hefferan was not familiar with either Interstate or
Xway and did not know Bernard Kaplan (Mr. Kaplan), the president
of Xway who controlled Interstate after OIP and Alpha redeemed
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