1. Concurrent with the execution of this agreement New Century hereby acknowledges receipt of the sum of $ ____________ received from the Buyer and is the same sum that is noted in Paragraph 4 of the NEW HOME PURCHASE AGREEMENT. Said sum shall be the initial deposit into an escrow fund to be held for the benefit of the Buyer as a portion of the purchase price of a new home to be built by New Century Homes.

2. Escrow Agent, who shall be the Corporate Counsel for New Century Homes, is hereby instructed by the parties to credit EIGHTY PERCENT (80%) of all amounts paid by the Buyer to the Buyer's Cash Account and TWENTY PERCENT (20%) to the Buyer's Purchase Account. The total Cash Account and the total Purchase Account will be credited against the purchase price of the home and will be referred to herein as the Total Escrow.

3. Buyer hereby authorizes the Escrow Agent to release to New Century Homes TWENTY PERCENT (20%) of the initial payment received herewith and a like percentage of each monthly payment to cover real estate commissions, escrow fees, office costs, salaries, legal fees and other expenses related to the administration and operation of the New Century Homes construction program. The said TWENTY PERCENT (20%) to be released to New Century Homes shall be released from the Buyer's Purchase Account. Buyer understands and agrees that any interest earned on the deposit of the Total Escrow funds will be retained and used by New Century Homes.

4. At the time New Century Homes receives the said TWENTY PERCENT (20%) from the Buyer's Purchase Account, or any accrued interest from the Total Escrow Account, New Century Homes will credit the Buyer's Total Escrow Account with ONE AND ONE HALF TIMES the cash amount received by New Century Homes. Said credit will be in the form of United eXchange International Barter Credits. To this end, New Century Homes will cause a United eXchange International membership to be issued in the name of the Buyer. The Buyer will not be charged for the UXI Membership.

5. In the event of cancellation or default on the part of the Buyer, New Century Homes and the Buyer jointly agree that the total liquidated damages shall be the payment to the Buyer of the Buyer's Cash Account which will equal EIGHTY PERCENT (80%) of the Buyer's contribution with no interest, and the UXI Barter Credits that have been credited to the Total Escrow.

6. In the event Buyer proceeds to complete the purchase of a home through this program, the Buyer will receive full credit against the purchase price of the said home of the Buyer's Cash Account, the Buyer's Purchase Account, and the UXI Barter Credits that have been credited to the Total Escrow.New Century Homes agrees to use the UXI Barter Credits wherever possible in meeting the costs of construction of the new home, and to conserve the cash portion of the Total Escrow. Any Cash and/or UXI Barter Credits remaining after the home has been completed and delivered to the Buyer will be refunded to the Buyer by giving the Buyer a check for the cash and crediting the UXI Barter Credits to the Buyer's UXI Barter Account.

7. THE BUYER UNDERSTANDS THAT THE BUYER'S CASH ACCOUNT MAY EARN INTEREST OR MAY BE DEPOSITED IN AN INTEREST BEARING ACCOUNT OR MAY EARN PROCEEDS AND ALL PROCEEDS OR INTEREST FROM SAID INTEREST BEARING ACCOUNT WILL BE PAID TO NEW CENTURY HOMES, INC. FOR USE IN ADMINISTRATIVE COSTS, PLANNING, ACCOUNTING, ESCROW FEES, SALARIES, COMMISSIONS, LEGAL FEES, PROFITS AND OTHER EXPENSES RELATED TO THE CONSTRUCTION PROGRAM. BUYER UNDERSTANDS THAT BUYER IS NOT ENTITLED TO INTEREST ON ANY PORTION OF THE TOTAL ESCROW ACCOUNT. BUYER FURTHER UNDERSTANDS THAT THE ONLY WAY BUYER MAY OBTAIN ANY BENEFIT FROM THE BUYER'S PURCHASE ACCOUNT IS THROUGH THE UXI BARTER CREDITS THAT HAVE BEEN CREDITED TO THE BUYER'S TOTAL ESCROW ACCOUNT.

8. The Buyer understands that the cash account will be held by the Escrow Agent in the name of the Buyer, but the Buyer may not draw upon it, unless the Buyer withdraws from the Escrow Program. Thus the maximum cash risk to the Buyer is the TWENTY PERCENT (20%) of the payments deposited into the Buyer's Purchase Account and the interest on the entire account, which amount will be offset by the UXI Barter Credits.

9. Escrow Agent is also specifically authorized by the Buyer to release an additional $_______ of the escrow funds to New Century Homes for the purchase or payments on a building lot for the Buyer, subject to the Buyer's written approval of the building lot and authorization to proceed with the purchase.

10. The Total Escrow shall be used as the basis for determination as to when to build as set forth in Paragraph 10 of the NEW HOME PURCHASE AGREEMENT.

11. At such time as the CONSTRUCTION AND COMMITMENT AGREEMENT is executed the Escrow Agent is hereby authorized to release the Total Escrow funds to New Century Homes for use in building the new home.

12. Buyer understands and agrees that in the event Buyer elects to withdraw from the program the maximum cash refund will be only EIGHTY PERCENT (80%) of the amount actually paid into the Total Escrow account by the Buyer. The UXI Barter Credits that have been credited to the Total Account will cover the balance of the Buyer's refund.

13. Nothing in this agreement is intended or implied to give or to grant any interest in or to any of the funds, real property or other actions, functions or benefits of this agreement to any parties not a part of this agreement.

14. If two or more persons constitute the Buyer then the word "Buyer" shall be construed to read "Buyers" whenever the sense of this agreement so requires.

15. If any part or portion of this agreement shall be held to be illegal or invalid then the balance of the contract shall be unaffected so long as the basic meaning of the agreement is not altered.

16. This agreement may not be changed or terminated orally. The stipulations aforesaid are to apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties.

IN WITNESS WHEREOF, this agreement has been duly executed as of the day and date first above written in the City of ________________, County of _______________________, State of _______________________, and in the case of a dispute shall be resolved in the Superior Common Law Court of the Utah Republic, pursuant to common law principles.