November 9, 1995

Name

Address

City, State Zip

Dear :

Williams, Adley & Company hereby invites you to submit a written proposal for the performance of Broker's Price Opinions (BPO's). The number of BPO's required for this project will range from 12,000 to 16,000. This range represents a subset of a portfolio of approximately 17,020 single-family non-performing loans. The geographical distribution, by HUD Field Office, for the 17,020 loans is attached as Attachment 1. The exact distribution of the range of loans will not be available until the final selection of loans is made prior to the commencement of work under this contract.

The work to be performed will be in accordance with the Scope of Services attached hereto as Attachment 2. Delivery of the reports will take place between the period of December 1, 1995 and December 15, 1995, with no more than 3,500 reports received after December 10, 1995.

Your proposal must include a description of the following items:

Your firm's qualifications and capability to perform in accordance with the Scope of Services, including the background and experience of individuals to be assigned responsibility for completing the project;

Provide a specific plan describing your approach to provide national coverage;

Your previous experience in performing similar services;

Your ability to meet the time demands of this project, specifically including the number of working days required to complete these reports;

Three references including name, address, title and telephone number;

Outline and describe implementation of a quality control plan for accuracy of data collected through the delivered product.

As part of your statement of qualifications, you must also:

Certify that you have never been and are not presently debarred, suspended or proposed for debarment by the U.S. Department of Housing and Urban Development or any other Federal agency; or otherwise at any time have been found ineligible to participate in any Federal procurement or non-procurement program;

Certify that neither the proposing firm nor any officer thereof has been convicted of any criminal offenses or had any civil judgment rendered against the firm or the officer during the past three (3) years.

Include an estimated delivery schedule for the reports.

Proposals are due in our offices at 1150 17th Street NW, Suite 200, Washington DC 20036 by 3:00 p.m. on November 15, 1995. Proposals delivered by facsimile to (202)496-1172 by that time will be accepted. Proposals received after that time will not be considered. Original copies of proposals submitted by facsimile must be received within one business day after November 15, 1995.

Your proposal must include a fully executed copy of the Confidentiality Agreement attached as Attachment 3. The successful bidder(s) must execute an engagement letter, the form of which is Attachment 4.

The offerror(s) selected for this assignment will be notified by telephone followed by a letter of authorization to proceed. All proposals received prior to the deadline will be evaluated on the basis of, in order of importance, (a) qualifications, (b) references, (c) delivery time, and (d) price. The work will be awarded to the offerror(s) whose proposal is determined to offer the best value, considering price and other stated factors. We reserve the right to award the contract to other than the offeror with the lowest price and on any basis that we deem relevant. If deemed necessary in order to complete the project

within the desired time frame, we reserve the right to select more than one successful bidder. In this circumstance, each successful bidder will be assigned at least 5,000 loans. Accordingly, your proposal should be applicable to a range of 5,000 to 16,000 loans.

If you have any questions regarding this proposal, please submit them in writing via facsimile transmission by noon EST on Monday, November 13, 1995 to the attention of Ron Hughes at (202)496-1172.

Sincerely,

Ronald A. Hughes

Williams, Adley & Company

Enclosures: Attachment 1 Geographical Distribution of Loans

Attachment 2 Scope of Services

Attachment 3 Confidentiality Agreement

Attachment 4 Sample Engagement Letter

a:bpo.doc

c:bpo.doc

Attachment 1

GEOGRAPHICAL DISTRIBUTION OF LOANS

By HUD Field Office

The above numbers and percentages are based on the total population of loans. Of these, between 12,000 to 16,000 loans will require Broker's Price Opinions. The above breakdown may not necessarily represent the exact geographical distribution of the loans that will be selected for BPO's.

Attachment 2

SCOPE OF SERVICES

Upon awarding this contract Williams, Adley & Company will provide the contractor with a listing of applicable properties including project control number, FHA Case number, borrower name and property address.

The following information must be provided in a hard copy report:

Inspector's name, telephone number and the date inspected. The inspection must be performed by a qualified real estate agent or licensed real estate broker having knowledge of the residential property market in which the subject property is located.

For identification purposes, the borrower's name, property address, project control number and FHA case number.

An analysis of the subject property, including square footage, number of stories, number of rooms, number of bedrooms, number of baths and other physical attributes.

Estimated / actual age of the property (year built).

Property type.

The condition of the property.

Agent name and phone number if property is for sale.

Status of property occupancy.

Listing of three comparable sales.

Description of the neighborhood, including whether values are improving, stable or declining.

An opinion of value.

An opinion of quick sale value.

Marketing time.

The following information must be provided in an electronic format of an ASCII file:

Inspector's name, telephone number and the date inspected.

For identification purposes, the borrower's name, property address, project control number and FHA case number.

Square footage, number of stories, number of rooms, number of bedrooms, and number of baths of subject property.

Estimated / actual age of the property (year built).

Property type.

The condition of the property.

Agent name and phone number if property is for sale.

Status of property occupancy.

An opinion of value.

An opinion of quick sale value.

Marketing time.

The following information must be provided on CD ROM:

A color, 35 mm photograph of the subject property on CD ROM in JPEG or GIF format. No Polaroids will be accepted.

Contractor out-of-pocket expenses in connection with these services, including delivery of reports to Washington DC will not be reimbursed.

Attachment 3

Confidentiality Agreement

This Confidentiality Agreement ("Agreement") is executed this day of , 1995 by ("Recipient") and Williams, Adley & Company, ("WA&Co.").

In consideration of the mutual promises set forth herein and other valuable consideration, Recipient and WA&Co. agree as follows:

Confidential Information. WA&Co., acting as agent and contractor for the U.S. Department of Housing and Urban Development ("HUD"), may provide Recipient with, or allow Recipient access to, certain information not generally known to the public. All such information shall be known as "Confidential Information."

No Disclosure. Except as expressly permitted by Paragraph 3 below, Recipient shall not at any time disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of the Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of WA&Co. Recipient shall return any written Confidential Information, and all copies made of such items, to WA&Co. upon WA&Co.'s written request, but in any event no later than the date that Recipient has performed all services to be performed for WA&Co. pursuant to any existing contract. Recipient hereby agrees that such Confidential Information and any other documents provided may be used by recipient only as authorized by WA&Co. Recipient shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person by Recipient's employees, agents or attorneys.

Permitted Disclosure.

Court Order. Recipient shall immediately notify WA&Co. of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel for WA&Co. in the appeal or challenge of any such order or subpoena. Recipient may disclose Confidential Information required to be disclosed pursuant to court order or subpoena, but only after WA&Co. has exhausted any lawful and timely appeal or challenge that WA&Co. elects to file or make in connection with such court order or subpoena.

Provision of Service to WA&Co. If Recipient is required to perform services for WA&Co. pursuant to written contract with WA&Co., then Recipient may reveal to a third party only the Confidential Information that is reasonably necessary for Recipient to reveal in connection with the performance of Recipient's obligations to WA&Co., and only so long as Recipient has first obtained from the third party a written agreement to abide by the terms of this Agreement in the same manner, and to the same extent, that Recipient is bound hereunder.

Recipient as Partnership or Corporation. In the event that Recipient is a partnership or corporation, the provision of this Agreement relating to access to, and disclosure of, Confidential Information shall apply to all partners, officers, directors, employees and agents of Recipient, as applicable, and Recipient shall be responsible for ensuring the compliance of all such parties with the terms hereof.

Applicable Law, Jurisdiction. This Agreement shall be governed by federal law, and, to the extent that state law would apply under applicable federal law, laws of the State of Delaware. Recipient consents to venue and personal jurisdiction in the United States District Court for the District of Columbia in the event of any dispute relating to this Agreement.

Attorney's Fees. If any legal action or other proceeding of any kind is brought for the enforcement of this Agreement or because of any alleged breach, default or any other dispute in connection with any provision of this Agreement, the successful or prevailing party shall be entitled to recover all reasonable attorney's fees and other costs incurred in such action or proceedings, in addition to any relief to which it may be entitled.

Enforcement. Recipient acknowledges that HUD shall have the right to enforce the provisions of this Agreement to the same extent it would have if a party hereto.

Entire Agreement. This Agreement embodies the entire agreement between the parties in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written, between the parties hereto.

Recipient:

Title:

Attachment 4

[DATE]

[NAME]

[COMPANY]

[STREET ADDRESS]

[CITY], STATE] [ZIP]

SUBJECT: [NAME OF LOAN SALE]

Dear [NAME OF CONTACT PERSON]:

Williams, Adley & Company ("WA") is pleased to have the opportunity to contract with [NAME OF COMPANY] ("Contractor") to provide Broker's Price Opinions for approximately [ ] loans being offered for sale by the U.S. Department of Housing and Urban Development ("HUD") in the upcoming Single Family, Non-Performing Loan Sale, Phase II.

The purpose of this letter is to obtain confirmation of your understanding of this engagement, and to state the nature and extent of services you will provide to WA.

Scope of Services

The engagement consists of the following services:

The following information must be provided in a hard copy report:

Inspector's name, telephone number and the date inspected. The inspection must be performed by a qualified real estate agent or licensed real estate broker having knowledge of the residential property market in which the subject property is located.

For identification purposes, the borrower's name, property address, project control number and FHA case number.

An analysis of the subject property, including square footage, number of stories, number of rooms, number of bedrooms, number of baths and other physical attributes.

Estimated / actual age of the property (year built).

Property type.

The condition of the property.

Agent name and phone number if property is for sale.

Status of property occupancy.

Listing of three comparable sales.

Description of the neighborhood, including whether values are improving, stable or declining.

An opinion of value.

An opinion of quick sale value.

Marketing time.

The following information must be provided in an electronic format of an ASCII file:

Inspector's name, telephone number and the date inspected.

For identification purposes, the borrower's name, property address, project control number and FHA case number.

Square footage, number of stories, number of rooms, number of bedrooms, and number of baths of subject property.

Estimated / actual age of the property (year built).

Property type.

The condition of the property.

Agent name and phone number if property is for sale.

Status of property occupancy.

An opinion of value.

An opinion of quick sale value.

Marketing time.

The following information must be provided on CD ROM:

A color, 35 mm photograph of the subject property on CD ROM in JPEG or GIF format. No Polaroids will be accepted.

Contractor out-of-pocket expenses in connection with these services, including delivery of reports to Washington DC will not be reimbursed.

As completed, Contractor's reports should be forwarded to the attention of Mr. Ron Hughes, Williams, Adley & Company, 1150 17th Street NW, Suite 200, Washington DC 20036. Delivery of the reports will take place between the period of December 1, 1995 and December 15, 1995, with no more than 3,500 reports received after December 10, 1995.

The Contractor will maintain a copy of all materials sent to WA until receipt is confirmed by WA.

Fees

WA will pay the Contractor's fees, as set forth in your proposal, as follows:

[$xx.xx] Broker's Price Opinion per property.

Out-of-pocket expenses will not be reimbursed.

We look forward to working with your firm on this project. Please do not hesitate to call me regarding any questions you may have.

If you agree with the foregoing, please sign both copies of this letter and return the original to us. This copy is for your files.

Sincerely,

Henry L. Adley

ACCEPTED AND AGREED THIS DAY OF , 1995

Signed:_____________________________ Title:_____________________________