ESCROW AGREEMENT BETWEEN CNL INCOME PROPERTIES, INC.

Exhibit 10.1

ESCROW AGREEMENT

BETWEEN CNL INCOME PROPERTIES, INC.

AND WELLS FARGO BANK, NATIONAL ASSOCIATION

THIS ESCROW AGREEMENT (the “Agreement”) is dated this 15th day of May, 2007 (the “Effective Date”), by and between CNL INCOME PROPERTIES, INC., a Maryland corporation (the “Company”) and Wells Fargo Bank, National Association as escrow agent (the “Escrow Agent”).

WHEREAS, the Company is offering and selling, on a best-efforts basis through CNL Securities Corp., the managing dealer for the offering (the “Managing Dealer”), and selected broker-dealers that are registered with the National Association of Securities Dealers, Inc. or that are exempt from such broker-dealer registration (the Managing Dealer and such selected broker-dealers are hereinafter referred to collectively as the “Soliciting Dealers”), up to 200,000,000 shares of common stock of the Company (the “Shares”) to investors (the “Offering”) pursuant to a prospectus as amended from time to time and filed with the Securities and Exchange Commission as part of registration statement file no. 333-128662 (the “Offering Document”). The current form of the prospectus is attached hereto as Exhibit A;

WHEREAS, the Company desires to establish an escrow account in which funds received from subscribers will be deposited, and the Escrow Agent is willing to serve upon the terms and conditions herein set forth; and

WHEREAS, in order to subscribe for Shares, a subscriber must deliver an executed subscription agreement in substantially the form attached as Appendix C to the Offering Document attached as Exhibit A hereto along with the full amount of its subscription, subject to volume discounts or net of commission sales as applicable: (i) by check in U.S. dollars, (ii) by wire transfer of immediately available funds in U.S. dollars, or (iii) as otherwise agreed to by the Company (collectively, the “Payment”). The Company shall instruct any Soliciting Dealers that any such wire transfers shall be in accordance with the instructions provided at Exhibit B.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties covenant and agree as follows:

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The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. Concurrent with the execution of this Agreement, the Company shall deliver to the Escrow Agent and attach as Exhibit C a list of authorized signers on the Escrow Account. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel of its own choice with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. The Escrow Agent shall not be liable for any action taken or omitted by it except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence, or willful misconduct was the primary cause of loss.

The Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or otherwise, to any other person by reason of this Agreement, except as otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise, shall be read into this Agreement against the Escrow Agent.

In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, including any subscriber, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court of competent jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. In the event that any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties.

EXCEPT IN THE CASE OF THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER

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(INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

The parties agree that the Escrow Agent has had and shall have no role in the preparation of the Offering Document or any other offering document, has not reviewed any such documents and makes no representations or warranties with respect to the information contained therein or omitted therefrom.

The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Offering Document, or the issuance, offering or sale of the Shares.

The Escrow Agent shall have no duty or obligation to monitor the application and use of the Escrowed Funds once transferred to the Company, that being the sole obligation and responsibility of the Company.

Under no circumstances shall the Escrow Agent be required to risk or advance its own funds or otherwise incur financial liability in the performance of its duties or the exercise of its rights hereunder.

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[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

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EXHIBIT A

Prospectus dated April 20, 2007

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EXHIBIT B

Wire Instructions

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EXHIBIT C

CNL Income Properties, Inc.

Authorized Signers List

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EXHIBIT D

Fee Agreement

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