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 in a hard copy report:

1. 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.
2. For identification purposes, the borrower's name, property address, project control number and FHA case number.
3. 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.
4. Estimated/actual age of the property (year built).
5. Property type.
6. The condition of the property.
7. Agent name and phone number if property is for sale.
8. Status of property occupancy.
9. Listing of three comparable sales.
10. Description of the neighborhood, including whether values are improving, stable or declining.
11. An opinion of value.
12. An opinion of quick sale value.
13. Marketing time.

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

1. Inspector's name, telephone number and the date inspected.
2. For identification purposes, the borrower's name, property address, project control number and FHA case number.
3. Square footage, number of stories, number of rooms, number of bedrooms, and number of baths of subject property.
4. Estimated/actual age of the property (year built).
5. Property type.
6. The condition of the property.
7. Agent name and phone number if property is for sale.
8. Status of property occupancy.
9. An opinion of value.
10. An opinion of quick sale value.
11. Marketing time.

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.

Fees
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.

Sincerely,

Henry L. Adley Partner

ACCEPTED AND AGREED THIS ___________DAY OF____________, 1995

Signed:_______________________________Title:_________________________