RD Instruction 2000-QQQ

PART 2000 -- GENERAL

Subpart QQQ -- Memorandum of Agreement Between the Rural
Business-Cooperative Service and Colson Services Corporation

§ 2000.3401 [General]{.underline}.

The Rural Business-Cooperative Service (RBS) has entered into a
Memorandum of Agreement (MOA) with Colson Services Corporation
concerning sales of Business and Industry Guaranteed Loans on the
Secondary Market. In order to facilitate liquidity for Holders of
Guarantees, RBS wishes to memorialize the circumstances under which it
will issue its certificate recognizing a Holder's interest in a
Guarantee. RBS has entered into an agreement with Colson Services
Corporation as the registrar and paying agent in maintaining the records
needed for such recognition pursuant to the attached MOA.

§ 2000.3402 [Implementation]{.underline}.

The MOA is attached to this subpart. Attached to the MOA are the
Guaranteed Interest Certificate and the Agency Agreement for Appointment
of Registrar and Paying Agent.

§§ 2000.3403 -- 2000.3450 \[Reserved\]

Attachment: Exhibit A.

o0o

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

DISTRIBUTION: WSDC Administration

> General

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(04-16-03) PN 358

RD Instruction 2000-QQQ

Exhibit A

Page 1

> Agreement No. 2003-01

Memorandum of Agreement

Between the

Rural Business-Cooperative Service ("RBS")

of the

United States Department of Agriculture

and

Colson Services Corp. ("Colson")

RBS administers the Business and Industry Guaranteed Loan Program under
7 USC 1932 and 7 CFR 4279-87 (collectively, the "Program"). The Program
permits a Program lender to sell all or part of the RBS guarantee
applicable to a loan made under the Program (a "Guarantee") to a
"Holder" as defined in the Program.

In order to facilitate liquidity for Holders of Guarantees, RBS wishes
to memorialize the circumstances under which it will issue its
certificate recognizing a Holder's interest in a Guarantee with Colson
as the Holder's registrar and paying agent (the "Registrar and Paying
Agent") in maintaining the records needed for such recognition pursuant
to the Agency Agreement described in 2 below.

Therefore, RBS and Colson agree:

**1. Certificates; Safekeeping**. RBS shall from time to time, upon
request from Colson, deliver to Colson certificates substantially in the
form of Exhibit A hereto (the "Guarantee Certificates"). Colson shall
keep unissued Guarantee Certificates in reasonable safekeeping until the
same are issued pursuant to the terms hereof.

**2. Agency Agreements**; **Deposits of Guarantees.** Colson shall
accept deposits from time to time of Guarantees pursuant to Agency
Agreements (each an "Agency Agreement") between Colson and the
depositing Holder, and Colson or its nominee shall be the party in whose
name all related program documents will be held other than the Guarantee
Certificate, upon compliance with the conditions for such acceptance set
forth in the applicable Agency Agreement. Colson shall accept such
deposits only pursuant to Agency Agreements conforming to Exhibit B
hereto with such changes as shall be approved by RBS.

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RD Instruction 2000-QQQ

Exhibit A

Page 2

**3. Issuance of Guarantee Certificates**. RBS hereby permits Colson to
complete the information called for on the face of each Guarantee
Certificate and deliver such Guarantee Certificate to RBS for its
signature. A duly authorized officer of RBS will execute the Guarantee
Certificate. Within one business day of its receipt of such Guarantee
Certificate, RBS agrees to sign and return the Guarantee Certificate to
Colson via express mail. Upon Colson's receipt of the executed Guarantee
Certificate, Colson will deliver such Certificate to the Holder.

**4. Registration, Transfer and Replacement of Guarantee Certificates**.
Colson shall maintain a register showing the name of the Holder of each
Guarantee Certificate (a "Certificate Holder"), the Certificate Holder's
address, the principal amount of each Guarantee Certificate and such
other information concerning such Guarantee Certificate as shall be
appropriate and customary under the circumstances. \[Upon delivery of a
Guarantee Certificate with proper transfer instructions to Colson from
or on behalf of the registered Certificate Holder at Colson's delivery
address of P.O. Box 54, Bowling Green Station, New York, NY 10274,
Colson shall deliver a Guarantee Certificate as instructed to the
transferee. Upon satisfactory proof of loss or destruction of a
Guarantee Certificate, and indemnity of it and RBS, Colson shall issue a
replacement Guarantee Certificate under appropriate and customary
circumstances. Colson may take such other actions as may be necessary or
appropriate for a registrar, transfer agent or replacement agent. Colson
shall disclose to RBS upon request all information about Certificate
Holders known to it.\]

**5. Performance of Guarantees**. RBS will make all payments on
Guarantees to Colson or its nominee, as Registrar and Paying Agent, and
perform all other obligations it may have in respect of each deposited
Guarantee at the request and for the nominal benefit of Colson, in its
capacity as Registrar and Paying Agent for a Holder.

**6. Severability**. If any provision hereof violates any statute or
regulation, such provision shall be deemed invalid but the remaining
provisions hereof shall remain effective.

**7. Succession**. Any successor to all or substantially all the
business of Colson shall succeed to the right, duties, obligations and
immunities of Colson hereunder.

RD Instruction 2000-QQQ

Exhibit A

Page 3

**8. Notices**. All notices shall be in writing and delivered by hand,
overnight delivery or telecopy (receipt confirmed telephonically) as
follows (until changed by notice). To RBS: USDA, Rural
Business-Cooperative Service, Attention: Administrator, 1400
Independence Avenue, SW., Room 5045 South Building, Washington, D.C.
20250-3201. To Colson: Colson Services Corp. 120 Broadway, 19th Floor,
New York, NY 10271, Attention: President

**9. Miscellaneous**. This memorandum of agreement expresses the entire
understanding of the parties hereto as to the subject matter hereof, may
be amended only in a writing signed by the parties hereto and may not be
assigned except as provided in Section 7.

RURAL BUSINESS-COOPERATIVE SERVICE

UNITED STATES DEPARTMENT OF AGRICULTURE

By\_\_[***(Signed by John Rosso)***\_\_\_\_\_\_\_]{.underline}

Date\_\_[April 3, 2003\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

COLSON SERVICES CORP.

By\_\_***[(Signed by Suzanne Hansen)\_\_\_]{.underline}***

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RD Instruction 2000-QQQ

Exhibit A

Page 4

Exhibit A

GUARANTEED INTEREST CERTIFICATE

GUARANTEED BY

THE RURAL BUSINESS-COOPERATIVE SERVICE ("RBS")

OF THE DEPARTMENT OF AGRICULTURE

OF THE UNITED STATES GOVERNMENT

\[CERTIFICATE NUMBER\]

**HOLDER INFORMATION:**

REGISTERED HOLDER: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

HOLDER'S INTEREST IN RBS LOAN GUARANTEE:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_%

**LOAN INFORMATION:**

USDA LOAN NUMBER: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

SERVICING OFFICE: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

CITY:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

PRINCIPAL AMOUNT OF GUARANTEED PORTION: \$

AS OF DATE:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_[("CERTIFICATE
ISSUANCE DATE")]{.underline}

CERTIFICATE SCHEDULED MATURITY DATE:

CERTIFICATE INTEREST RATE:

BASE RATE AND DIFFERENTIAL

AND ADJUSTMENT FREQUENCY:

CAP % \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ FLOOR %
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(IF VARIABLE RATE)

SCHEDULED PAYMENT PERIOD:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

BORROWER'S PAYMENT DUE DATE:

**GUARANTEE**

THE ABOVE-NAMED REGISTERED HOLDER IS RECOGNIZED BY THE RURAL
BUSINESS-COOPERATIVE SERVICE AS THE REGISTERED HOLDER OF THE PERCENT
INTEREST IN RBS LOAN GUARANTEE SHOWN IN THE ABOVE-DESCRIBED LOAN AND AS
SUCH IS ENTITLED TO ALL OF THE BENEFITS OF HOLDERS PROVIDED BY THE RBS
BUSINESS AND INDUSTRY GUARANTEED LOAN PROGRAM ("PROGRAM"). SUBJECT TO
THE PROVISIONS OF THE PROGRAM, RBS GUARANTEES TO PURCHASE FROM THE
REGISTERED HOLDER THEIR GUARANTEED INTEREST IN THE LOAN IN ACCORDANCE
WITH RBS REGULATIONS AND APPLICABLE STATUTES ("APPLICABLE LAW").
APPLICABLE LAW PROVIDES FOR THE PAYMENT TO THE HOLDER OF 100 PERCENT OF
ANY LOSS SUSTAINED BY SUCH HOLDER ON THE GUARANTEED PORTION OF THE LOAN
TOGETHER WITH INTEREST DUE ON SUCH PORTION. THE GUARANTEE OF THE ABOVE
DESCRIBED LOAN IS BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED
STATES GOVERNMENT AND IS INCONTESTABLE AGAINST THE HOLDER EXCEPT FOR
FRAUD OR MISREPRESENTATIONS MADE BY THE HOLDER WHICH THE HOLDER KNEW AT
THE TIME OF BECOMING HOLDER OR IN WHICH THE HOLDER PARTICIPATED.

RD Instruction 2000-QQQ

Exhibit A

Page 5

**LIMITATIONS**

PAYMENT OF THE GUARANTEE MUST BE IN ACCORDANCE WITH APPLICABLE LAW. THE
PURCHASE OF THE UNPAID PRINCIPAL BALANCE ON THE GUARANTEED PORTION
TOGETHER WITH ACCRUED INTEREST TO THE DATE OF PURCHASE BY USDA, EXCLUDES
THE LENDER'S SERVICING FEE. PAYMENT OF ACCRUED INTEREST ON THE LOAN
PURSUANT TO THIS GUARANTEE IS LIMITED TO A MAXIMUM OF 90 DAYS ACCRUED
INTEREST FROM THE DATE OF THE ORIGINAL DEMAND LETTER TO THE LENDER.  IN
ADDITION, THE HOLDER'S RIGHT TO RECEIVE ANY PAYMENTS UNDER THIS
CERTIFICATE OR TO TRANSFER THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS OF THE AGENCY AGREEMENT BETWEEN THE HOLDER AND COLSON
SERVICES CORP., THE HOLDER'S REGISTRAR AND PAYING AGENT, AT: COLSON
SERVICES CORP., P.O. Box 54, Bowling Green Station, New York, NY 10274.

**FURTHER ASSURANCES**

THIS CERTIFICATE IS ISSUED TO ASSURE THAT, AS OF THE AUTHENTICATION
DATE, THE ABOVE-NAMED REGISTERED HOLDER HAS AN OUTSTANDING GUARANTEE OF
THE ABOVE DESCRIBED NOTE IN THE AMOUNT SHOWN. IT FURTHER ASSURES THAT
THE HOLDER DOES NOT HAVE ANY SERVICING RESPONSIBILITIES WITH REGARD TO
ABOVE DESCRIBED LOAN.

THIS CERTIFICATE RESTATES AND DOES NOT CHANGE ANY PROVISIONS OF
APPLICABLE LAW. ANY CONFLICT BETWEEN THE TERMS OF THIS CERTIFICATE AND
APPLICABLE LAW WILL BE RESOLVED IN FAVOR OF APPLICABLE LAW. THIS
CERTIFICATE DOES NOT PROVIDE AN ADDITIONAL GUARANTEE TO THE ABOVE
DESCRIBED LOAN.

IN WITNESS WHEREOF, RBS HAS CAUSED THIS GUARANTEED INTEREST CERTIFICATE
TO BE DULY EXECUTED.

AUTHENTICATION DATE:

RURAL BUSINESS-COOPERATIVE SERVICE

UNITED STATES DEPARTMENT OF AGRICULTURE

> BY:

AUTHORIZED SIGNATORY

(04-16-03) PN 358

Exhibit A, Page 6 in PDF ONLY.

RD Instruction 2000-QQQ

Exhibit A

Page 7

Exhibit B

AGENCY AGREEMENT FOR APPOINTMENT OF REGISTRAR AND PAYING AGENT FOR THE
UNITED STATES DEPARTMENT OF AGRICULTURE'S

RURAL BUSINESS-COOPERATIVE SERVICE

BUSINESS AND INDUSTRY GUARANTEED LOAN

**LOAN INFORMATION:**

USDA LOAN NUMBER:

SERVICING OFFICE:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

CITY: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
STATE: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

OUTSTANDING PRINCIPAL AMOUNT OF LOAN:

PRINCIPAL AMOUNT OF GUARANTEED PORTION:

HOLDER'S INTEREST IN RBS LOAN GUARANTEE: \_\_\_\_\_\_\_\_\_\_\_\_\_%

LOAN MATURITY DATE:

GROSS INTEREST RATE:

LENDER'S SERVICING FEE RATE:

REGISTRAR AND PAYING AGENT FEE RATE:

NET INTEREST RATE:

BASE RATE AND DIFFERENTIAL AND

ADJUSTMENT FREQUENCY:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

CAP: \_\_\_\_\_\_\_\_\_\_\_\_\_% FLOOR:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_%

(IF VARIABLE RATE)

SCHEDULED PAYMENT PERIOD:

BORROWER'S PAYMENT DUE DATE:

TERMS AND CONDITIONS

COLSON Services Corp., a New York Corporation, PO BOX 54, Bowling Green
Station, New York, New York 10274, and having its principal office in
New York City (the "Registrar and Paying Agent") hereby certifies that

**Holder:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

(04-16-03) PN 358

RD Instruction 2000-QQQ

Exhibit A

Page 8

The above-named Holder or any subsequent assignee ("Holder") is the
beneficial owner of all or a portion of the guaranteed interest
("Guaranteed Portion") in the above-described loan ("Loan"). The
Holder's beneficial ownership interest is evidenced by a USDA Rural
Business-Cooperative Service Guaranteed Interest Certificate (the
"Certificate") which is registered in the name of the Holder and which
is in the possession and control of such Holder, a copy of which is
attached hereto as Exhibit A. In consideration of the mutual promises
contained herein, the Holder and the Registrar and Paying Agent,
pursuant to the terms and conditions of this agency agreement (the
"Agency Agreement"), hereby agree as follows:

1\. ASSIGNMENT OF RECORD OWNERSHIP OF THE GUARANTEED PORTION

The Holder hereby transfers and assigns record ownership of the
Guaranteed Portion to the Registrar and Paying Agent for the purpose of
performing the duties specified herein with respect to the Guaranteed
Portion. Notwithstanding such transfer and assignment, the Holder shall
retain beneficial ownership of the Guaranteed Portion (as evidenced by
the Certificate) until such time as such beneficial ownership is sold,
transferred and assigned by the Holder pursuant to the terms of this
Agency Agreement.

As record owner of the Guaranteed Portion, the Registrar and Paying
Agent shall hold copies of the Note and the Loan Note Guarantee, and
originals of the Assignment Guarantee Agreement and, in the case of
Multi-Note Option, the originals of the Note, Loan Note Guarantee and
Assignment and Servicing Agreement, and all other documents or
instruments evidencing the transfer of the Guaranteed Portion by any
prior Holder thereof (the "Loan Documents"); collect all payments of
principal and interest with respect to the Guaranteed Portion and
transmit such payments to the Holder in accordance with the terms and
conditions set forth in this Agency Agreement; and prepare, execute and
process on behalf of the Holder all of the documents necessary to
effectuate a sale or transfer of the Certificate by the Holder to a
third party pursuant hereto as and when the Holder may so instruct the
Registrar and Paying Agent.

2\. REPRESENTATIONS AND WARRANTIES OF THE HOLDER

The Holder hereby represents and warrants to the Registrar and Paying
Agent:

2.1 The Holder has delivered true and correct copies of the Loan
Documents to the Registrar and Paying Agent, which are in full force and
effect as of the date hereof. The Loan Documents have not been amended
or modified in any respect nor has any notice of termination been given
under the Loan Documents.

RD Instruction 2000-QQQ

Exhibit A

Page 9

2.2 The Holder is the lawful owner of the Guaranteed Portion with the
full right to transfer and assign record ownership of the Guaranteed
Portion to the Registrar and Paying Agent pursuant to the terms of this
Agency Agreement, free from any and all claims and encumbrances arising
out of the Holder's ownership thereof.

2.3. The Holder has not received notice of, and has no knowledge of, any
event or occurrence, which with notice or the passage of time will
result in the non-payment by the USDA guarantor agency of the Guaranteed
Portion.

2.4 The Holder has not engaged in any action, fraud or misrepresentation
with respect to the Guaranteed Portion nor condoned or participated in
any action, fraud or misrepresentation by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the "Lender")
with respect to the Guaranteed Portion.

2.5 To the best of the Holder's knowledge, the borrower under the Loan
is not 60 days or more delinquent with respect to principal and interest
due under the Loan.

2.6. The Holder has not received notice of, and has no knowledge of, any
offsets, counterclaims or other defenses available to the Lender with
respect to the Loan Documents or the Guaranteed Portion.

2.7 The Holder has not waived or agreed to any waiver under, or agreed
to any amendment or other modification of, the Loan Documents or the
Guaranteed Portion. The Holder has no knowledge of, and has not received
notice of, any waivers under or amendments or other modifications of, or
assignments of rights or obligations under or defaults under, the Loan
Documents or the Guaranteed Portion.

2.8. The Holder is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation, and has all
requisite power and authority to sell, transfer and assign the
Guaranteed Portion or any right or obligation of the Holder arising
there from.

2.9 The Holder has full power and authority to execute, deliver and
perform under this Agency Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated by
this Agency Agreement is in the ordinary course of the Holder's business
and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Holder's organizational documents, or
any legal restriction, or any material

(04-16-03) PN 358

RD Instruction 2000-QQQ

Exhibit A

Page 10

agreement or instrument to which the Holder is now a party or by which
it is bound, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Holder or its property is
subject. The execution, delivery and performance by the Holder of this
Agency Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary action
of the Holder. This Agency Agreement has been duly executed and
delivered by the Holder and, upon the due authorization, execution and
delivery to the other parties hereto, will constitute the valid and
legally binding obligation of the Holder enforceable against the Holder
in accordance with its respective terms except as enforceability thereof
may be limited by bankruptcy, insolvency, or reorganization or other
similar laws now or hereinafter in effect relating to creditor's rights
generally and by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or in law.

2.10 No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Holder in connection with the
execution, delivery or performance by the Holder of this Agency
Agreement, or the consummation by it of the transactions contemplated
hereby.

2.11 There is no action, suit, proceeding, investigation or litigation
pending or, to the Holder's knowledge, threatened, which either in any
instance or in the aggregate, if determined adversely to the Holder,
would adversely affect the Holder's execution or delivery of, or the
enforceability of, this Agency Agreement, or the Holder's ability to
perform its obligations under this Agency Agreement.

3\. DUTIES OF REGISTRAR AND PAYING AGENT

The Registrar and Paying Agent shall:

3.1 Execute a written assignment notification (the "Assignment") with
the Holder evidencing the transfer by the Holder of record ownership of
the Guaranteed Portion to the Registrar and Paying Agent, or its
nominee, as contemplated herein and provide a copy of such Assignment to
the Lender and the USDA guarantor agency.

3.2 Deliver to Holder a Certificate within two business days of receipt
of such Certificate from the USDA.

RD Instruction 2000-QQQ

Exhibit A

Page 11

3.3 Maintain a segregated account (the "Collection Account") for the
benefit of the Holder and deposit therein all payments of principal and
interest received by the Registrar and Paying Agent in respect of the
Guaranteed Portion.

3.4 Make payment to Holder on the fifteenth day of the month in the
month following the related borrower's scheduled payment date, or if
such fifteenth day is not a business day, the business day immediately
following such fifteenth day (the "Holder's Payment Date"). Any
identifiable payment received by the Registrar and Paying Agent up to
the second business day prior to the Holder's Payment Date will be
remitted to the Holder on the Holder's Payment Date. Any identifiable
payment received by the Registrar and Paying Agent on or after the
second business day prior to the Holder's Payment Date in the month
following the related borrower's scheduled payment date will be remitted
to the Holder within two business days of receipt of immediately
available funds by the Registrar and Paying Agent. Payment on full
redemption of the Holder's Certificate will be made only after
presentation of the Certificate to the Registrar and Paying Agent by the
Holder. The Registrar and Paying Agent shall retain a final transfer fee
upon redemption.

3.5 Keep books of record and account ("Record") for all collections and
payment transactions with respect to such Guaranteed Portion, which
Records shall include: Loan, Documents, name of Servicing Bank, name of
Borrower, name of Holder, account number, Loan number, and name of
broker-dealer, if any, involved with the re-registration of the
Guaranteed Portion.

3.6 Send to Holder with each Payment, or when each Payment would be due,
a statement stating the following: Loan number, maturity date, net
interest rate, interest and principal payment amount, outstanding
principal balance after giving effect to the current payment, total
payment, interest dates covered by the payment and whether the
Guaranteed Portion is in default in accordance with applicable laws and
agreements; provided, however, that the Registrar and Paying Agent shall
have no duty to investigate whether any default has occurred unless such
default relates to the failure of the Lender or the USDA to pay any
amounts due with respect to the Guaranteed Portion.

(04-16-03) PN 358

RD Instruction 2000-QQQ

Exhibit A

Page 12

3.7 In accordance with applicable laws and agreements and upon notice to
the Holder, initiate default proceedings in the event the Registrar and
Paying Agent has actual knowledge of, or receives notice of, a default
by the borrower or the Lender, within the terms of the USDA Form 4279-6
Assignment Guarantee Agreement (or any predecessor or successor Forms)
or Loan Note Guarantee. After initiation of default proceedings, the
Registrar and Paying Agent may, in its sole discretion and where
permitted by applicable law, upon notice to the Holder, pay to the
Holder the outstanding principal balance of the Guaranteed Portion plus
interest to the date of the Registrar and Paying Agent's payment, and
Registrar and Paying Agent will await repurchase from the Lender or
USDA. Upon such payment to Holder by the Registrar and Paying Agent, the
Holder shall have no further interest in the Guaranteed Portion.

3.8. In the event that the Lender or the USDA guarantor agency is
required to purchase the Guaranteed Portion in accordance with paragraph
7 or paragraph 8, respectively of the Assignment Guarantee Agreement or
the Loan Note Guarantee, the Registrar and Paying Agent shall demand
such purchase for the benefit of the Holder.

3.9 Upon repurchase by Lender or USDA guarantor agency in whole or in
part, the Registrar and Paying Agent shall deduct any fees incurred by
the Registrar and Paying Agent in the performance of its duties
hereunder, and remit to the Holder in accordance with sub-paragraph 3.4.
No payment shall be remitted to any Holder which has been paid in full
by the Registrar and Paying Agent in advance of repurchase in accordance
with sub-paragraph 3.7, and the Registrar and Paying Agent shall be
entitled to reimburse itself for such payment.

3.10 In the event that the USDA guarantor agency is required to make
payments to the Holder pursuant to the Loan Note Guarantee, the
Registrar and Paying Agent shall demand such payment on behalf of the
Holder.

3.11 In connection with any transfer of the Certificate, and upon
receipt of a Certificate and a fully completed transfer instrument
("Form of Detached Assignment") attached hereto, as Attachment 1, from
the Holder to the Transferee, the Registrar and Paying Agent shall:

\(a\) Submit to the USDA guarantor agency a new Certificate in the name
of the transferee (the "Successor Certificate") and such other documents
as the USDA shall reasonably request to enable the USDA to recognize the
transferee as the "Holder" for all purposes under the Loan Documents;

RD Instruction 2000-QQQ

Exhibit A

Page 13

\(b\) Upon receipt from the USDA guarantor agency of the Successor
Certificate duly executed by the USDA guarantor agency, the Registrar
and Paying Agent shall mark its records to reflect the beneficial
ownership of the Guaranteed Portion by such transferee; and

\(c\) Deliver to the transferee the original Successor Certificate and a
blank copy of this Agency Agreement.

In connection with any such transfer, the Holder shall provide or cause
the transferee to provide to the Registrar and Paying Agent all
information necessary to effectuate the transfer of the Certificate to
such transferee (which shall include, but shall not be limited to, the
name and address of such transferee, tax identification number of such
transferee and such transferee's wire transfer instructions).

No Holder shall deliver a Certificate directly to USDA in order to
effectuate a transfer of such Certificate to a third party unless the
Registrar and Paying Agent has been removed or resigned pursuant to
Section 11 hereof.

3.12 The Registrar and Paying Agent shall provide for the replacement of
the Certificate (or any Successor Certificate) in the event that such
Certificate (or any Successor Certificate) shall have been lost,
misplaced, mutilated or destroyed; provided, however that the Registrar
and Paying Agent shall have no obligation to issue a new certificate
unless the Holder thereof shall have provided evidence satisfactory to
the Registrar and Paying Agent that such Certificate (or any such
Successor Certificate) has been lost, misplaced, mutilated or destroyed
and agreed to indemnify and hold harmless the Registrar and Paying Agent
and the USDA guarantor agency for any loss, liability or expense
incurred in connection with such lost, misplaced, mutilated or destroyed
Certificate or the issuance of any new certificate in replacement
thereof. The Holder must file a bond of indemnity in such form and with
such surety, sureties or security as may be required by the Registrar
and Paying Agent to protect the interest of USDA and the Registrar and
Paying Agent.

(04-16-03) PN 358

RD Instruction 2000-QQQ

Exhibit A

Page 14

3.13 Notwithstanding anything to the contrary contained herein:

\(a\) The duties and obligations of the Registrar and Paying Agent shall
be determined solely by the express provisions of this Agency Agreement,
the Registrar and Paying Agent shall not be liable except for the
performance of such duties and obligations as are specifically set forth
in this Agency Agreement, no implied covenants or obligations shall be
read into this Agency Agreement against the Registrar and Paying Agent
and, the Registrar and Paying Agent may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or other instruments furnished to the
Registrar and Paying Agent and conforming to the requirements of this
Agency Agreement;

\(b\) The Registrar and Paying Agent shall not be liable in its
individual capacity for an error of judgment made in good faith by an
authorized officer or other officers of the Registrar and Paying Agent,
unless it shall be proved that the Registrar and Paying Agent was
grossly negligent in ascertaining the pertinent facts;

\(c\) The Registrar and Paying Agent shall not be liable in its
individual capacity with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with this Agency
Agreement or at the direction of the Holder, relating to the time,
method and place of conducting any proceeding for any remedy available
to the Registrar and Paying Agent, or exercising or omitting to exercise
any power conferred upon the Registrar and Paying Agent, under this
Agency Agreement;

\(d\) The Registrar and Paying Agent shall not be required to take
notice or be deemed to have notice or knowledge of any default (except
the failure of the Lender to pay the pro rata portion of payments of
principal and interest with respect to the Guaranteed Portion) unless an
authorized officer of the Registrar and Paying Agent shall have received
written notice or obtained actual knowledge thereof. In the absence of
receipt of such notice or actual knowledge, the Registrar and Paying
Agent may conclusively assume that there is no default with respect to
the Guaranteed Portion;

RD Instruction 2000-QQQ

Exhibit A

Page 15

\(e\) The Registrar and Paying Agent shall not be required to expend or
risk its own funds or otherwise incur financial liability for the
performance of any of its duties hereunder or the exercise of any of its
rights or powers if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or
liability is not assured to it, and none of the provisions contained in
this Agency Agreement shall in any event require the Registrar and
Paying Agent to perform, or be responsible for the manner of performance
of, any of the obligations of the Lender under Assignment Guarantee
Agreement or Loan Note Guarantee;

\(f\) The Registrar and Paying Agent may rely and shall be protected in
acting or refraining from acting upon any resolution, officers'
certificate, opinion of counsel, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by
it to be genuine and to have been signed or presented by the proper
party or parties;

\(g\) The Registrar and Paying Agent may consult with counsel and any
advice or opinion of counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or opinion
of counsel;

\(h\) The Registrar and Paying Agent shall be under no obligation to
exercise any of the powers vested in it by this Agency Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of the Holder, pursuant to the
provisions of this Agency Agreement, unless the Holder shall have
offered to the Registrar and Paying Agent security or indemnity
satisfactory to the Registrar and Paying Agent against the costs,
expenses and liabilities which may be incurred therein or thereby;

\(i\) The Registrar and Paying Agent shall not be personally liable for
any action taken, suffered or omitted by it in good faith and believed
by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agency Agreement;

(04-16-03) PN 358

RD Instruction 2000-QQQ

Exhibit A

Page 16

\(j\) The Registrar and Paying Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing to do so by the Holder; provided, however, that if
the payment within a reasonable time to the Registrar and Paying Agent
of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Registrar and
Paying Agent, not assured to the Registrar and Paying Agent by the
security afforded to it by the terms of this Agency Agreement, the
Registrar and Paying Agent may require indemnity satisfactory to the
Registrar and Paying Agent against such cost, expense or liability as a
condition to taking any such action. The reasonable expense of every
such examination shall be paid by the Holder or, if paid by the
Registrar and Paying Agent, shall be repaid by the Holder upon demand
from the Holder's own funds;

\(k\) The right of the Registrar and Paying Agent to perform any
discretionary act enumerated in this Agency Agreement shall not be
construed as a duty, and the Registrar and Paying Agent shall not be
answerable for other than its gross negligence or willful misconduct in
the performance of such act; and

\(l\) The Registrar and Paying Agent shall not be required to give any
bond or surety in respect of the powers granted hereunder.

4\. COMPENSATION TO THE REGISTRAR AND PAYING AGENT

4.1 The Registrar and Paying Agent shall publish a fee schedule for
performing the obligations set forth in this Agency Agreement, which is
subject to change from time to time, for any Agency Agreements entered
into between the Holder and Registrar and Paying Agent on or after the
effective publication date of such fee schedule. The servicing fees of
the Registrar and Paying Agent shall be payable from interest collected
by the Registrar and Paying Agent with respect to the Guaranteed Portion
and shall be withdrawn from the Collection Account prior to the
remittance of any amounts on deposit therein to the Holder. In addition,
the Registrar and Paying Agent shall be entitled to all amounts earned
from the investment of funds on deposit in the Collection Account.

4.2 The Registrar and Paying Agent shall be reimbursed for any sums it
pays for transfer or other taxes imposed by any governmental authority
or agency with respect to the transfer of the Certificate and for any
expenses reasonably incurred in the performance of its obligations
hereunder. The Registrar and Paying Agent may withdraw such sums from
amounts on deposit in the Collection Account prior to the remittance of
such funds to the Holder.

RD Instruction 2000-QQQ

Exhibit A

Page 17

5\. REPRESENTATIONS AND WARRANTIES OF THE REGISTRAR AND PAYING AGENT

The Registrar and Paying Agent hereby represents and warrants that it
has not acquired and, so long as the Certificate remains outstanding,
shall not acquire, any interest (apart from any interest transferred to
it pursuant to the terms of this Agency Agreement and any limited
security interest held during the settlement and clearance of the
Registrar and Paying Agent's customer transactions) in the borrower or
the Loan or secure or attempt to secure additional collateral from the
borrower with respect to the Loan. THE REGISTRAR AND PAYING AGENT MAKES
NO WARRANTIES, EXPRESSED OR IMPLIED, APART FROM THOSE MADE HEREIN. THE
REGISTRAR AND PAYING AGENT SHALL NOT SERVE AS THE PRINCIPAL FOR THE
SERVICING OR ADMINISTERING OF THE LOAN NOR BE RESPONSIBLE FOR
ESTABLISHING THE LOAN NOR FOR THE DEBT UNDERLYING THE LOAN.

6\. MODIFICATIONS AND AMENDMENT

The Registrar and Paying Agent may modify or amend this Agency Agreement
by mailing notice in writing to the Holder at least thirty (30) days in
advance of such modification or amendment, and Holder agrees to be bound
by such modification or amendment if Holder does not terminate this
Agency Agreement prior to the effective date of such modification or
amendment.

7\. CONFIDENTIALITY OF DATA

All information relating to the Holder, which Holder submits to the
Registrar and Paying Agent pursuant hereto, shall be subject to
applicable law, rule or regulation, and be treated as confidential by
the Registrar and Paying Agent.

8\. LIABILITY OF THE REGISTRAR AND PAYING AGENT; INDEMNITY; FORCE
MAJEURE

8.1 The Registrar and Paying Agent shall not be liable for any action
taken, suffered or omitted by it in connection herewith (a) which is
authorized or within the rights or powers conferred upon the Registrar
and Paying Agent hereunder or deemed by the Registrar and Paying Agent
to be necessary hereunder; (b) which is so taken, suffered or omitted in
reliance upon any written communication believed by the Registrar and
Paying Agent to be provided for and authorized by the Holder; or (c)
which is so taken, suffered or omitted in reliance upon advice of its
counsel or counsel for the Holder; or (d) which is so taken, suffered or
omitted in good faith; provided,

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RD Instruction 2000-QQQ

Exhibit A

Page 18

however, that the Registrar and Paying Agent shall be liable only for
its own gross negligence or willful misconduct. In no event shall the
Registrar and Paying Agent be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Registrar and Paying Agent has
been advised of the likelihood of such loss or damage and regardless of
the form of action.

8.2 The Registrar and Paying Agent shall not be liable in any way for
any fault, failure or defect in the Loan, or the Loan Documents, or by
reason of the act or failure to act of the Lender.

8.3 The Registrar and Paying Agent shall not be liable in any way if it
be delayed in acting hereunder or prevented entirely or in part from
acting hereunder due to causes or events beyond its control, including
and without limitation, Acts of God, interruption of power or other
utility, transportation, data processing or communication services, acts
of civil or military authority, sabotage, national emergencies, war,
explosion, food, earthquake or other catastrophe, fire, strike or other
labor problem or acts of a government agency. However, in any such
event, the Registrar and Paying Agent shall use reasonable efforts to
find alternative means of performance.

9\. INDEMNIFICATION

The Registrar and Paying Agent and any director, officer, employee or
agent of the Registrar and Paying Agent shall be indemnified, by the
Holder and held harmless against any loss, liability or reasonable
expense incurred in connection with this Agency Agreement, the
Guaranteed Portion or the Certificate, other than any loss, liability or
expense incurred by reason of gross negligence or willful misconduct in
the performance by the Registrar and Paying Agent of its duties
hereunder. The obligations of the Holder under this paragraph 9 shall
survive the resignation and removal of the Registrar and Paying Agent
and payment of the Guaranteed Portion.

RD Instruction 2000-QQQ

Exhibit A

Page 19

10\. SUBCONTRACTS: OTHER AGREEMENTS

10.1 The Registrar and Paying Agent may enter into subcontracts,
understandings, and agreements, from time to time to perform the
services described herein with, subsidiaries or affiliates of the
Registrar and Paying Agent and other persons. No such subcontract,
understanding or agreement shall discharge the Registrar and Paying
Agent from its obligations to the Holder herein.

10.2 Nothing contained herein shall be construed to prevent the
Registrar and Paying Agent from entering into, and performing under
similar or identical agreements with other parties not a party hereto
and the Holder acknowledges that the Registrar and Paying Agent's
business activities include entering into and performing under such
similar or identical agreement with persons and parties not a party
hereto, simultaneous with the term and effectiveness hereof.

11\. TERMINATION

11.1 The Registrar and Paying Agent may at any time resign and be
discharged from the duties imposed upon it hereunder by giving written
notice thereof to the Holder, the Lender and the USDA guarantor agency.
Upon receiving such notice of resignation, the Holder shall promptly
deliver the Certificate to the Registrar and Paying Agent, and instruct
the Registrar and Paying Agent by written instrument to transfer and
deliver the Loan Documents to the Holder or a successor registrar and
paying agent. A copy of such written instrument shall be delivered to
the Lender and the USDA guarantor agency by the Holder. Unless a
successor registrar and paying agent shall have been so appointed and
have accepted appointment within 60 days after the giving of such notice
of resignation, the resigning Registrar and Paying Agent may petition
any court of competent jurisdiction for the appointment of a successor
registrar and paying agent.

11.2 If at any time the Registrar and Paying Agent shall fail to perform
in accordance with the terms of this Agency Agreement or shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Registrar and Paying Agent or of its property shall be
appointed, or any public officer shall take charge or control of the
Registrar and Paying Agent or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Holder may
remove the Registrar and Paying Agent and shall, within sixty (60) days
after such removal, appoint a successor registrar and paying agent by
written instrument, in duplicate, which instrument shall be delivered to
the Registrar and Paying Agent so removed and to the successor registrar
and paying agent. A copy of such instrument shall be delivered to the
Lender and the USDA guarantor agency by the Holder.

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RD Instruction 2000-QQQ

Exhibit A

Page 20

11.3 The Holder may discharge the Registrar and Paying Agent from its
duties hereunder, for any reason whatsoever, upon ninety (90) days
written notice. In the event of termination of this Agency Agreement,
Holder shall deliver promptly the Certificate to the Registrar and
Paying Agent and simultaneously pay the Registrar and Paying Agent all
amounts due it hereunder.

11.4 In the event of the resignation or removal of the Registrar and
Paying Agent hereunder, the Registrar and Paying Agent shall transfer
and deliver immediately the Loan Documents to the Holder or its
designee, and take all action reasonably necessary to transfer the
ownership of the Guaranteed Portion to the Holder or its designee.
Notwithstanding any such resignation or removal, the Registrar and
Paying Agent shall be entitled to all amounts due it hereunder.

12\. THE REGISTRAR AND PAYING AGENT AS INDEPENDENT CONTRACTOR

The Registrar and Paying Agent performs hereunder solely as an
independent contractor. No joint venture, partnership employment, or any
similar relationship, nor any trust or other fiduciary relationship is
intended, accomplished or embodied herein. The Registrar and Paying
Agent shall have the sole and exclusive right to supervise, manage,
control and direct its performance hereunder.

13\. ASSIGNMENT

The Certificate may be assigned by the Holder without the prior written
consent of the Registrar and Paying Agent; provided, however, the
transfer of such Certificate is subject to the provisions of Section
3.11 hereof. Each assignee upon acceptance of the Certificate, subject
to the provisions of Section 3.11 hereof, assumes all rights,
privileges, obligations and liabilities of the Holder hereunder.

14\. NOTICES

All notices, requests or other communications required or provided for
hereunder shall be in writing and shall be deemed to have been duly
given four (4) days after mailing, prepaid return receipt requested, to
the parties or their representatives or when hand-delivered to the
parties or their representatives at the addresses set forth herein.

RD Instruction 2000-QQQ

Exhibit A

Page 21

15\. PRIVATE AGREEMENT

The Holder and the Registrar and Paying Agent acknowledge and agree that
this is a private agreement, the terms and conditions of which are
neither approved nor required by any government agency.

16\. LAW GOVERNING

The terms and conditions contained herein shall be construed and
enforced in accordance with the laws of the State of New York applicable
to agreements made and to be performed in the State of New York.

Authentication Date:

COLSON SERVICES CORP.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Registrar and Paying Agent Holder

By: By:

Authorized Signer Authorized Signer

(04-16-03) PN 358

Exhibit A, Page 22 in PDF ONLY.