Blanket Issuer Letter of Representations
                           [To be Completed by Issuer]


               California Economic Development Financing Authority
                                [Name of Issuer]


                                                                 April 11, 1996
                                                                     [Date]


Attention:  Underwriting Department - Eligibility
The Depository Trust Company
55 Water Street, 50th Floor
New York, NY 10041-0099

Ladies and Gentlemen:

         This letter  sets forth our  understanding  with  respect to all issues
(the  "Securities")  that Issuer shall request be made eligible for deposit,  by
The Depository Trust Company ("DTC").

         To induce DTC to accept the  Securities as eligible for deposit at DTC,
and to act in accordance with DTC's Rules with respect to the Securities, Issuer
represents to DTC that Issuer will comply with the requirements  stated in DTC's
Operational Arrangements, as they may be amended from time to time.


Note:                                 Very truly yours,

Schedule A contains  statements       Califonria Economic Development Financing
that DTC believes  accurately         Authority
describe DTC, the method of           -----------------------------------------
effecting book-entry transfers                         Issuer
of securities  distributed 
through DTC, and certain related      By:______________________________________
matters.                                   (Authorized Officer's Signature)


Received and Accepted:

THE DEPOSITORY TRUST COMPANY          Loren Kaye, Chair
                                      -----------------------------------------
                                             (Typewrite Name & Title)
By:_____________________________      801 "K" Street, Suite 1700
                                      -----------------------------------------
                                                  (Street Address)    
                                      Sacramento, CA  95814
                                      -----------------------------------------
                                      (City)          (State)             (Zip)
                                      916-324-9775
                                      -----------------------------------------

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                                                                     SCHEDULE A

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

  (Prepared by DTC-bracketed material may be applicable only to certain issues)

          1. The  Depository  Trust Company  ("DTC"),  New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as  fully-registered  securities  registered in the name of Cede & Co.
(DTC's partnership nominee).  One fully-registered  Security certificate will be
issued for [each issue of] the  Securities,  [each] in the  aggregate  principal
amount  of such  issue,  and will be  deposited  with  DTC.  [If,  however,  the
aggregate principal amount of [any] issue exceeds $200 million, one certificate,
will be issued with  respect to each $200 million of  principal  amount,  and an
additional  certificate  will be issued with respect to any remaining  principal
amount of such issue.]

         2. DTC is a limited-purpose  trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of the New  York  Uniform  Commercial  Code,  and a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement  among  Participants of securities
transactions,  such as transfers and pledges,  in deposited  securities  through
electronic computerized  book-entry changes in Participants'  accounts,  thereby
eliminating the need for physical  movement of securities  certificates.  Direct
Participants  include  securities  brokers and dealers,  banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its  Direct  Participants  and by the New  York  Stock  Exchange,  Inc.,  the
American  Stock  Exchange,  Inc.,  and the National  Association  of  Securities
Dealers,  Inc.  Access to the DTC  system is also  available  to others  such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,  either directly or
indirectly  ("Indirect  Participants").  The  Rules  applicable  to DTC  and its
Participants are on file with the Securities and Exchange Commission.

         3.  Purchases  of  Securities  under the DTC system  must be made by or
through Direct  Participants,  which will receive a credit for the Securities on
DTC's records.  The ownership interest of each actual purchaser of each Security
("Beneficial  Owner")  is in turn to be  recorded  on the  Direct  and  Indirect
Participants'  records.  Beneficial Owners will not receive written confirmation
from DTC of their  purchase,  but  Beneficial  Owners  are  expected  to receive
written confirmations providing details of the transaction,  as well as periodic
statements of their holdings,  from the Direct or Indirect  Participant  through
which the Beneficial Owner entered into the transaction.  Transfers of ownership
interest in the Securities are to be  accomplished  by entries made on the books
of Participants  acting on behalf of Beneficial  Owners.  Beneficial Owners will
not receive  certificates  representing their ownership interests in Securities,
except in the event  that use of the  book-entry  system for the  Securities  is
discontinued.


                                        1

<PAGE>



         4. To facilitate  subsequent  transfers,  all  Securities  deposited by
Participants with DTC are registered in the name of DTC's  partnership  nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership.  DTC has no knowledge of
the actual Beneficial  Owners of the Securities.  DTC's records reflect only the
identity  of the Direct  Participants  to whose  accounts  such  Securities  are
credited,  which may or may not be the Beneficial  Owners. The Participants will
remain  responsible  for  keeping  account of their  holdings on behalf of their
customers.

         5.  Conveyance  of notices  and other  communications  by DTC to Direct
Participants,  by Direct  Participants to Indirect  Participants,  and by Direct
Participants and Indirect  Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory  requirements as
may e in effect from time to time.

          [ 6.  Redemption  notices shall be sent to Cede & Co. If less than all
of the  Securities  within an issue are being  redeemed,  DTC's  practice  is to
determine by lot the amount of the interest of each Direct  Participant  in such
issue to be redeemed.]

         7.  Neither  DTC nor Cede & Co.  will  consent or vote with  respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer
as soon as possible  after the record  date.  The Omnibus  Proxy  assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
the Securities are credited on the record date (identified in a listing attached
to the Omnibus Proxy).

         8. Principal and interest  payments on the  Securities  will be made to
DTC. DTC's practice is to credit Direct  Participants'  accounts on payable date
in accordance with their  respective  holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on payable date. Payments
by Participants to Beneficial  Owners will be governed by standing  instructions
and customary practices, as is the case with securities held for the accounts of
customers  in  bearer  form or  registered  in  "street  name,"  and will be the
responsibility  of such  Participant  and not of DTC, the Agent,  or the Issuer,
subject to any  statutory or  regulatory  requirements  as may be in effect from
time to time.  Payment of principal and interest to DTC is the responsibility of
the Issuer or the Agent,  disbursement  of such payments to Direct  Participants
shall be the  responsibility  of DTC, and  disbursement  of such payments to the
Beneficial   Owners  shall  be  the   responsibility   of  Direct  and  Indirect
Participants.

[ 9. A  Beneficial  Owner  shall  give  notice  to elect to have its  Securities
purchased  or tendered,  through its  Participant,  to the  [Tender/Remarketing]
Agent,  and shall  effect  delivery  of such  Securities  by causing  the Direct
Participant to transfer the Participant's  interest in the Securities,  on DTC's
records,  to  the  [Tender/Remarketing]  Agent.  The  requirement  for  physical
delivery of Securities  in connection  with a demand for purchase or a mandatory
purchase will be deemed  satisfied  when the ownership  rights in the Securities
are transferred by Direct Participants on DTC's records.]


                                        2

<PAGE>



         10. DTC may discontinue providing its services as securities depository
with respect to the  Securities at any time by giving  reasonable  notice to the
Issuer or the Agent.  Under such  circumstances,  in the event that a  successor
securities depository is not obtained,  Security certificates are required to be
printed and delivered.

         11.  The  issuer  may  decide  to  discontinue  use  of the  system  of
book-entry transfers through DTC (or a successor securities depository). In that
event, Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's book-entry
system has been obtained  from sources that the Issuer  believes to be reliable,
bu the Issuer takes no responsibility for the accuracy thereof.



                                        3

<PAGE>



APPENDIX B - Variable Rate Demand Obligations (VRDOs)

This section is intended to advise issuers, agents and Participants (the parties
to the  Book-Entry-Only  (BEO  issue)  of  additional  operational  requirements
necessary to process VRDOs through the depository.

1.        In the event  that  certain  Securities  are not  subject to a partial
          redemption,  DTC will  exclude  such  Securities  from its  redemption
          procedures  if such  exclusion is  requested as follows.  Such request
          shall be in writing and shall contain (a)  certification by Trustee or
          Issuer that the principal  amount of such Securities is not subject to
          the  partial   redemption  and   certification   by  a   custodian/DTC
          Participant that the Participant's  position on DTC's records includes
          such Securities;  and (b)  certification by Trustee or Issuer that the
          election to exclude such  Securities  from the partial  redemption  is
          authorized  under the  Document.  Such request  shall be sent to DTC's
          Call  Notification  Department  in the  manner  indicated  on page 11,
          paragraph  4b, to assure that such request is in DTC's  possession  no
          later  than  the  close of  business  two  business  days  before  the
          Publication Date of the partial redemption notice.

2.        It is  understood  that  for  so  long  as  optional  tenders  of  the
          Securities may be made daily following  same-day or seven-day  notice,
          such  tenders  will be  effected  by  means  of  DTC's  Deliver  Order
          Procedures.  DTC shall have no  responsibility  to distribute  notices
          regarding such option tenders, or to ascertain whether any such tender
          has been made. Except as otherwise  provided herein, and in accordance
          with DTC's  procedures for exercise of voting and  consenting  rights,
          the parties hereto  acknowledge that so long as Cede & Co. is the sole
          record  owner of the  Securities  it shall be  entitled  to all voting
          rights  applicable to the Securities and to receive the full amount of
          all distributions payable with respect to the Securities.  The parties
          acknowledge  that DTC shall treat any DTC Participant  ("Participant")
          having Securities credited to its DTC accounts as entitled to the full
          benefits  of  ownership  of such  Securities  even if the  credits  of
          Securities  to the  DTC  accounts  of  such  Participant  result  from
          failures to deliver Securities or improper deliveries of Securities by
          an owner  of  Securities  subject  to  tender  for  purchase.  Without
          limiting  the  generality  of  the  preceding  sentence,  the  parties
          acknowledge  that DTC shall  treat  any  Participant  have  Securities
          credited to its DTC accounts as entitled to receive  distributions and
          voting  rights,  if any, with respect to the Securities and to receive
          certificates  evidencing  Securities  if such  certificates  are to be
          issued  in  accordance  with  paragraphs  4 & 5 of  Appendix  A.  (The
          treatment by DTC of the effects of the  crediting by it of  Securities
          to  the  accounts  of  Participant  described  in  the  preceding  two
          sentences  shall not affect the rights of the parties  hereto  against
          any Participant.)

3.        It is  understood  that  for  so  long  as  optional  tenders  of  the
          Securities may be made less frequently  than daily following  same-day
          or seven-day notice (e.g., during a monthly,  quarterly,  semi-annual,
          or annual  tender  period)  and Cede & Co.,  as nominee of DTC, or its
          registered assigns, as the record owner of Securities,  is entitled to
          tender the Securities, such tenders will be effected by means of DTC's
          Put Option Procedures. Under the Put Option

                                        4

<PAGE>



         Procedures,  DTC will  receive  during  the  applicable  tender  period
         instructions  from its Participants to tender  Securities for purchase.
         The parties  agree that such tenders for purchase may be made by DTC by
         means of a  book-entry  credit of such  Securities  to the  account  of
         Tender Agent,  provided that such credit is made on or before the final
         day of the applicable  tender period.  DTC agrees that,  promptly after
         the recording of any such book-entry  credit, it will provide to Tender
         Agent an Agent Put Daily  Activity  Report in  accordance  with the Put
         Option  Procedures,   identifying  the  Securities  and  the  aggregate
         principal  amount  thereof as to which such tenders for  purchase  have
         been made.

Trustee or Issuer shall send a notice to DTC regarding such optional  tenders of
Securities by hand or by a secure means (e.g.,  legible telecopy,  registered or
certified mail,  overnight  delivery) in a timely manner designed to ensure that
such  notice is in DTC's  possession  no later  than the close of  business  two
business days before the  Publication  Date. The  Publication  Date shall be not
less  than 15 days  prior to the start of the  applicable  tender  period.  Such
notice shall state whether any partial redemption of the Securities is scheduled
to occur during the applicable optional tender period.

If delivered by hand or sent by mail or overnight delivery, such notice shall be
sent to:

                  Supervisor, Put Bond Unit
                  Reorganization Department
                  The Depository Trust Company
                  7 Hanover Square, 23rd Floor
                  New York, NY 10004-2695

If sent by  telecopy,  such  notice  shall  be sent to (212)  709-1093  or (212)
709-1094.  Trustee or Issuer shall  confirm  DTC's  receipt of such  telecopy by
telephoning (212) 709-1470.

For so long as the  Securities  are SDFS  Securities,  principal  payments (plus
accrued  interest,  if any) as the  result  of  optional  tenders  fro  purchase
effected  by means of DTC's Put Option  Procedures  shall be  received by DTC on
each purchase date in same-day  funds in the manner set forth in the SDFS Paying
Agent Operating Procedures.*/ Such payments shall be sent in time to be credited
to DTC's  account at the FRBNY no later than 10:00 a.m.  (Paying  Agent's  local
time) on the purchase date or as soon as possible  thereafter  following  Paying
Agent's  receipt of funds from  Issuer.  It is  understood  that:  (a) until DTC
receives such payments in its FRBNY account,  the optionally tendered Securities
will remain in Tender  Agent's DTC  account;  and (b) unless DTC  receives  such
payments in its FRBNY account by 2:00 p.m.  (Eastern  Time), it may be unable to
distribute  such payments to DTC  Participants  or release the Securities to the
Remarketing Agent that same day.

--------
         * Beginning  on the day DTC  converts  its  settlement  systems to only
same-day funds these SDFS Paying Agent Operating Procedures will expire. At that
time,  these  principal  payments  shall  not be  paid to DTC  according  to the
instructions listed in the last paragraph of this section 3 by 2:30 p.m. ET.

                                        5

<PAGE>



For so long as the  Securities  are NDFS  Securities,  principal  payments (plus
accrued  interest,  if any) as the  result  of  optional  tenders  for  purchase
effected  by means of DTC's Put Option  Procedures  shall be  received by Cede &
Co., as nominee of DTC, or its  registered  assigns,  on each  purchase  date in
next-day  funds or the  equivalent  in  accordance  with  existing  arrangements
between  Tender Agent and DTC. Such payments  shall be made payable to the order
of  Cede  &  Co.  and  shall  be  addressed  to   Supervisor,   Put  Bond  Unit,
Reorganization Department, as indicated in paragraph 3 above.

4.        In the event of a change or proposed change in the interest-rate  mode
          of  the  Securities   from  one   variable-rate   mode  to  any  other
          variable-rate  mode, or to a fixed-rate mode,  Trustee or Issuer shall
          send a notice to DTC of such event specifying, as applicable:  (a) the
          name and number of the DTC  Participant  account to which  mandatorily
          tendered  Securities  are to be delivered by DTC on the purchase  date
          after DTC  receives  payment  for such  Securities;  and (b) the first
          interest payment date under the new mode. Such notice shall be sent to
          DTC by a secure means (e.g., legible telecopy, registered or certified
          mail,  overnight  delivery) in a timely manner designed to ensure that
          such notice is in DTC's possession no later than the close of business
          two business days before the Publication  Date. The  Publication  Date
          shall be not less  that 15 days  prior to the  expiration  date of the
          period provided for security owner  elections to retain  Securities as
          discussed  in  paragraph  6. If  delivered  by hand or sent by mail or
          overnight delivery, such notice shall be sent to both:

Manager, VRDO Eligibility Section
Underwriting Department
The Depository Trust Company
55 Water Street; 50th Floor
New York, NY 10041-0099


and
Supervisor, Put Bond Unit
Reorganization Department
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
If sent by telecopy, such notice shall be sent to both:

DTC's Underwriting Department at
(212) 898-3726 or (212) 344-1531
and
DTC's Reorganization Department at
(212) 709-1093 or (212) 709-1094
Trustee or Issuer shall confirm  DTC's  receipt of such telecopy by  telephoning
the Underwriting Department at (212) 898-3731 and the Reorganization  Department
at (212) 709-1470.

All other  notices  regarding the interest  rate on the  Securities  (before and
after any change in the interest-rate mode) shall be delivered to Manager,  VRDO
Announcement, Dividend Department.

5.        In the event of expiration or  substitution  of a facility  supporting
          the Securities  (such as a letter of credit) or non  reinstatement  of
          the amount  available  to pay interest on the  Securities  pursuant to
          such a facility,  Trustee or Issuer shall send a notice to DTC of such
          event  specifying,  as  applicable,  the  name and  number  of the DTC
          Participant account to which mandatorily tendered Securities are to be
          delivered by DTC on the purchase  date after DTC receives  payment for
          such Securities. Such notice shall be sent to DTC by a secure means

                                        6

<PAGE>



         (e.g.,  legible  telecopy,  registered  or  certified  mail,  overnight
         delivery) in a timely manner  designed to ensure that such notice is in
         DTC's  possession no later than the close of business two business days
         before  the  Publication  Date or,  as  applicable,  immediately  after
         Trustee   receives   notice   that  the   Securities   are  subject  to
         acceleration. The Publication Date shall be not less than 15 days prior
         to the  expiration  ate of  the  period  provided  for  security  owner
         elections to retain Securities as discussed in paragraph 6. Such notice
         shall be sent to Supervisor, Put Bond Unit, Reorganization Department.

6.        Where the offering  Document  provides that the Securities are subject
          to mandatory tender except with respect to security owner elections to
          retain  Securities,  it is understood  that DTC will use it Put Option
          Procedures to process such elections. Under the Put Option Procedures,
          DTC will receive  instructions  during the applicable  election period
          from  Participants  to  retain  Securities,  DTC,  on  behalf  of such
          Participant,  will  notify  Tender  Agent of the  aggregate  principal
          amount of  Securities  that will not be tendered and will be retained.
          If the mandatorily  tendered Securities are to be replaced with two or
          more issues of Securities (the "Replacement Securities"), Tender Agent
          shall be responsible for allocating specific Replacement Securities by
          CUSIP number to the Participants that elected to retain Securities.

In cases in  which  prior to a  mandatory  tender,  certain  Securities  are not
subject to such mandatory tender, if requested as follows, DTC will exclude such
Securities  from its  mandatory  tender  procedures.  Such  request  shall be in
writing  and shall  contain:  (a)  certification  by Trustee or Issuer  that the
principal  amount of such Securities is not subject to the mandatory  tender and
certification  by a  custodian/Participant  that the  Participant's  position on
DTC's records  includes such  Securities;  and (b)  certification  by Trustee or
Issuer that the election to exclude such Securities from the mandatory tender is
authorized  under the Document.  Such request shall be sent to  Supervisor,  Put
Bond Unit,  Reorganization  Department,  in the manner indicated in paragraph 4,
above,  to ensure  that such  request is in DTC's  possession  no later than the
close of business two business days before the Publication Date of the mandatory
tender notice.

For so long as the  Securities  are SDFS  Securities,  principal  payments (plus
accrued  interest,  in any) as the  result of  mandatory  tenders  for  purchase
(including  mandatory  tenders  upon  change  in the  interest  rate mode of the
Securities, or upon expiration,  substitution, or nonreinstatement of a facility
supporting  the  Securities)  shall be received by DTC on the  purchase  date in
same-day  funds in the  manner  set  forth in the SDFS  Paying  Agent  Operating
Procedures and described on page 10, paragraph 1 in main body of OA.**/

--------
         ** Beginning on the day DTC  converts  its  settlement  systems to only
same-day funds the SDFS Paying Agent Operating  Procedures will expire.  At that
time,  these  principal   payments  shall  be  paid  to  DTC  according  to  the
instructions listed in the next paragraph of this section 6.

                                        7

<PAGE>



For so long as the Securities are NDFS Securities, such principal payments shall
be received  by DTC on the  purchase  date in  next-day  funds in the manner set
forth on page 10, paragraph 1 in main body of OA.


                                        8

<PAGE>

                                                          Date:  March 15, 1995



The Depository Trust Company
Mr. Vincent A. Mauro
Vice President
55 Water Street-19th Floor
New York, NY  10041

                                                                     CA07295047

Dear Mr. Mauro:

Re:      Operational Arrangements Letter of Representations

From time to time,  this  organization  may be  appointed  as a trustee,  paying
agent,  transfer agent, or an agent in some other capacity for securities issues
that DTC will be requested to make  eligible for its services.  The  undersigned
confirms that when this  organization  acts in one of these  capacities  for any
such issues,  it hereby  represents  that, to the extent within its control,  it
will comply with the  requirements  stated in the DTC  Operational  Arrangements
memorandum dated December 12, 1994, as they may be amended from time to time.



                                First Trust of California, National Association
                                -----------------------------------------------
                                              (Name of Organization)


                                -----------------------------------------------
                                         (Authorized Officer's Signature)


                                -----------------------------------------------
                                                (Please Print Name)


                                -----------------------------------------------
                                                      (Title)