Exhibit No. 99(B)

U.S. Bancorp
Portfolio Services
1310 Madrid Street
Marshall, MN 56258
800-305-6292
800-305-6362 fax

January 4, 2005

Ernst & Young LLP
220 South Sixth Street
Suite 1400
Minneapolis, Minnesota 55402

            In connection with your attestation engagement relating U.S. Bancorp
Portfolio Services' (USBPS) assertion that we have complied, in all material
respects, with the specified servicing standards as defined in Exhibit A to our
Report of Management, we recognize that obtaining representations from us
concerning the information contained in this letter is a significant procedure
in enabling you to form an opinion on the assertion referred to above for the
period from February 24, 2004 to June 30, 2004. Accordingly, we make the
following representations with respect to the assertion referred to above for
the period from February 24, 2004 to June 30, 2004, which are true to the best
of our knowledge and belief.

            I acknowledge that, as a member of management of USBPS, I am
responsible for the assertions above and for selecting the criteria.

            I acknowledge that, as a member of management of USBPS, I am
responsible for monitoring USBPS compliance with, in all material respects, the
specified servicing standards defined in Exhibit A to our Report of Management.
I also am responsible for establishing and maintaining effective internal
control over compliance with the specified servicing standards defined in
Exhibit A to our Report of Management. I have performed an evaluation of the
Bank's compliance with the specified servicing standards defined in Exhibit A to
our Report of Management, as of June 30, 2004, and for the period from February
24, 2004 to June 30, 2004. Based on this evaluation, USBPS complied with the
requirements for the period from February 24, 2004 to June 30, 2004.

            I have made available to you all documentation relevant to the
assertion referenced above.

            There has been no known material noncompliance with the specified
servicing standards for the period from February 24, 2004 through June 30, 2004
and through the date of your attestation examination report.


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            There have been no communications from regulatory agencies or
internal auditors materially affecting the assertion referred to above through
the date of your attestation examination report.

            No events or transactions have occurred since June 30, 2004 or are
pending that would have a material effect on the assertion referred to above.

            I understand that your examination was conducted in accordance with
attestation standards established by the American Institute of Certified Public
Accountants, and was, therefore, designed primarily for the purpose of
expressing an opinion on whether the assertion referred to above, based on the
specified servicing standards defined in Exhibit A to our Report of Management.
I further understand that your tests of our records and performance of other
procedures were limited to those that you considered necessary for that purpose.

                                        Very truly yours,


                                        /s/ Joseph Andries
                                        ----------------------------------------
                                        Joseph Andries Senior Vice President
                                        Lyon Financial Services, Inc. d/b/a
                                        U.S. Bancorp Portfolio Services


<PAGE>

                      Management's Assertion on Compliance
                       with Specified Servicing Standards

                              Report of Management

            I, as a member of management of U.S. Bancorp Portfolio Services (the
"Company"), am responsible for identifying and complying with tie specified
servicing standards set forth in Exhibit A. I am also responsible for
establishing and maintaining effective internal control over compliance with
these standards. I have performed an evaluation of the Company's compliance with
the specified servicing standards set forth in Exhibit A as of June 30, 2004 and
for the period from February 24, 2004 to June 30, 2004. Based on this
evaluation, I assert that during the period from February 24, 2004 to June 30,
2004, the Company complied, in all material respects, with the specified
servicing standards set forth in Exhibit A.

            As of June 30, 2004 and for the period then ended, the Company had
in effect a fidelity bond in the amount of $125,000,000.


January 4, 2005                          /s/ Joseph Andries
                                         ---------------------------------------
                                         Joseph Andries Senior Vice President
                                         Lyon Financial Services, Inc. d/b/a
                                         U.S. Bancorp Portfolio Services


<PAGE>

                                    Exhibit A

                          Specified Servicing Standards

            Management of the Company identified the following servicing
standards which are, in management's opinion, applicable to servicing leases and
consistent with the servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers, (USAP), excluding certain USAP standards primarily related to escrow
accounts, tax and insurance payments, and adjustable rate loans

I.    Collection Bank Accounts

      1.    Reconciliations shall be prepared on a monthly basis for all
            collection bank accounts and related bank clearing accounts. These
            reconciliations shall:

            (a)   be mathematically accurate;

            (b)   be prepared within forty-five (45) calendar days after the
                  cutoff date. The cutoff date is the date as of which a bank
                  account is reconciled every month. It may, or may not,
                  coincide with a prescribed investor reporting date but shall
                  be consistent from period to period;

            (c)   be reviewed and approved by someone other than the person who
                  prepared the reconciliation; and

            (d)   document explanations for reconciling items. These reconciling
                  items shall be resolved within ninety (90) calendar days of
                  their original identification.

      2.    Funds of the servicing entity shall be advanced in accordance with
            the applicable servicing agreement.

      3.    Each collection account shall be maintained at a federally insured
            depository institution in trust for the applicable investor.

II.   Contract Payments

      1.    Contract payments made in accordance with the borrower's lease/loan
            documents shall be posted to the applicable borrower records within
            two (2) business days of receipt.


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<PAGE>

                                    Exhibit A

                    Specified Servicing Standards (continued)

II.   Contract Payments

      2.    Contract payments shall be allocated to outstanding contract
            balance, late payment charges or other items in accordance with the
            borrower's lease/loan documents.

      3.    Contract payments identified as payoffs shall be allocated in
            accordance with the borrower's documents.

III.  Disbursements

      1.    Amounts remitted to investors per the servicer's investor reports
            shall agree with cancelled checks, or other form of payment, or
            Trustee Collection Account bank statements.

IV.   Investor Accounting and Reporting

      1.    The servicing entity's investor reports shall be prepared and sent
            to investors or indenture trustees on a monthly basis and shall
            indicate the total unpaid principal balance.

VI.   Delinquencies

      1.    Records documenting collection efforts shall be maintained during
            the period a lease/loan is in default and shall be updated at least
            monthly. Such records shall describe the servicing entity's
            activities in monitoring delinquent loans including, for example,
            phone calls, letters and contract payment rescheduling plans in
            cases where the delinquency is deemed temporary (i.e., illness or
            unemployment).

VII.  Insurance Policies

      1.    A fidelity bond shall be in effect on the servicing entity
            throughout the reporting period in the amount of coverage
            represented to investors in management's assertion.


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<PAGE>

                                    Exhibit B

Trusts
(for informational purposes only)

            Contracts included in the following trusts were serviced by the
Company during the period from February 24, 2004 through June 30, 2004:


                                   Sale and Servicing
Issuer                             Agreement Dated             Indenture Trustee
------                             ---------------             -----------------

Series 2003-1                      May 1, 2003                 U.S. Bank N.A.
DVI Receivables XIX L.C.


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