December 8, 1995

Equifax Services, Inc.
1799 Lakeside Parkway
Suite 500 Tucker, GA 30084
Attention: Mr. Bob Price

SUBJECT: HUD Single Family Mortgage Loan Sale, No. 2

Dear Mr. Price:

Williams, Adley & Company ("WA") is pleased to have the opportunity to contract with Equifax Services, Inc. ("Contractor") to provide Broker's Price Opinions for approximately 15,500 loans being offered for sale by the U.S. Department of Housing and Urban Development ("HUD") in the upcoming Single Family Mortgage Loan Sale, Number 2.

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 on CD ROM: 1. 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 January 2, 1996 and January 19, 1996, with no more than 3,500 reports received after January 12, 1996.

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

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

1. $59.59 fixed price for completed Broker's Price Opinion per property.

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


Henry L. Adley Partner

ACCEPTED AND AGREED THIS ___________DAY OF____________, 1995