ESCROW AGREEMENT



         ESCROW AGREEMENT made as of October _____, 2002, by and among CORPORATE

PROPERTY ASSOCIATES 15 INCORPORATED, a Maryland corporation (the "Company"),

CAREY FINANCIAL CORPORATION, a Delaware corporation (the "Sales Agent"), and THE

BANK OF NEW YORK, a New York corporation (the "Escrow Agent").



         WHEREAS, the Company has filed with the Securities and Exchange

Commission (the "Commission") a registration statement on Form S-11 (File No.

333-xxxxx), containing a related preliminary prospectus, for the registration of

the Shares under the Securities Act of 1933, as amended (the Securities Act")

and the regulations thereunder (the "Regulations"), the registration statement

and any amendments thereto, and any registration statement related thereto filed

under Rule 462(b) of the Securities Act are herein called the "Registration

Statement." Any prospectus relating to such Registration Statement and any

amendments thereto are herein called the "Prospectus."



         WHEREAS, the Company and the Sales Agent will enter into a Sales Agency

Agreement (the "Sales Agency Agreement"), pursuant to which the Sales Agent and

a group of selected dealers (each a "Selected Dealer," collectively the

"Selected Dealers") and a group of selected investment advisors (each a

"Selected Investment Advisor," collectively the "Selected Investment Advisors")

will offer and sell to the public on a best efforts bases of 60,000,000 shares

of common stock of the Company (including any additional shares registered on a

registration statement filed under Rule 462(b) relating hereto, the "Shares").



         WHEREAS, the Company has sole discretion in determining whether to

accept or reject any orders for the Shares;



         WHEREAS, the Company, in compliance with the terms of the proposed

offering described in the Registration Statement and Rule 15c2-4 under the

Securities Exchange Act of 1934, as amended, (the "Exchange Act") proposes to

establish an escrow account with the Escrow Agent for the deposit of payments

for the Shares; and



         WHEREAS, the foregoing recitals are statements of the Company and the

Sales Agent and not of the Escrow Agent;



         NOW, THEREFORE, in consideration of the mutual promises herein made and

for other good and valuable consideration, the parties hereby agree as follows:



         1. Subject to Section 6 hereof, for the period commencing on the date

of the Prospectus and terminating not later than 60 days following: (a) the date

two years from the date of the Prospectus, or (b) the date on which the offering

of the Shares otherwise terminates, whichever first occurs, but in no case prior

to 60 days after the final disposition of the money and property held in escrow

hereunder, the parties hereby appoint the Escrow Agent in accordance with the

terms and conditions set forth herein, and the Escrow Agent hereby accepts such

appointment and agrees to receive, hold and disburse the proceeds from the sale

of the Shares in accordance herewith. The Company and the Sales Agent agree to

promptly notify the Escrow Agent of the date of the Prospectus (or if the

offering of the Shares is extended, the date of termination of such extension)

and the date, if any, referred to in clause (b) above.

<PAGE>

         2. (a) The Sales Agent shall deliver, and shall cause each Selected

Dealer or Selected Investment Advisor to directly or indirectly deliver,

proceeds (the "Escrow Funds") received from purchasers of the Shares (each an

"Investor") to the Escrow Agent at The Bank of New York, c/o United States Trust

Company of New York, 30 Broad Street, 14th Floor, New York, New York 10004,

Attention: Ana Espinosa, by noon of the next business day after receipt of the

proceeds by the Selected Dealer. The Escrow Agent shall have no obligation or

responsibility to determine whether the Sales Agent or any Selected Dealer or

Selected Investment Advisor has delivered to the Escrow Agent all or any part of

the proceeds received from an Investor. All deliveries of proceeds shall be

accompanied by: (i) the name and address of, the social security number or

taxpayer identification number of, the brokerage account number of (if

applicable), the number of Shares purchased by and the total dollar amount of

the investment by, each Investor on whose behalf proceeds are delivered to the

Escrow Agent, and (ii) a statement advising the Escrow Agent of the aggregate

amount of Escrow Funds delivered attributable to individual retirement accounts,

Keogh plans, or any other employee benefit plan subject to Title I of the

Employee Retirement Income Security Act of 1974 ("ERISA") (these investors

collectively referred to as "Plan Investors") or from some other type of

investor ("Non-Plan Investors"). Funds delivered to the Escrow Agent may be in

the form of checks payable to "The Bank of New York, as Escrow Agent" and drawn

on an account of an Investor, Selected Dealer or Selected Investment Advisor or

wire transfer from the Sales Agent or certain Selected Dealers or Selected

Investment Advisors identified to the Escrow Agent by the Company or the Sales

Agent. The Company shall comply fully with the Interest and Dividend Tax

Compliance Act of 1983, and the Escrow Agent shall have no responsibility

thereunder.



         (b) Prior to the delivery of any payments from Investors, the Company

shall deliver to the Escrow Agent a copy of the Prospectus, certified by the

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