Untitled Document



ADMINISTRATIVE
  AGENT AGREEMENT


          This
  ADMINISTRATIVE SERVICES AGREEMENT, dated [_________________] (this “Agreement”),
  is by and between Incapital Holdings LLC, a Delaware limited liability company
  (“Administrative Agent”), and Bond Trust Products LLC, a Delaware
  limited liability company (“BTP”). The Administrative Agent and BTP
  individually are referred to as “Party” and collectively as
  the “Parties”. 


RECITALS


          WHEREAS,
  BTP has filed a registration statement with the Securities and Exchange Commission
  to offer and sell, from time to time, trust certificates (the “Certificates”)
  issued by trusts to be formed by BTP; 


          WHEREAS,
  each trust will be formed under a trust agreement to be entered into by and
  among BTP, as depositor, The Bank of New York Trust Company of Florida, N.A.,
  as trustee, The Bank of New York (Delaware), as Delaware trustee and the Administrative
  Agent in a form satisfactory to each party (the “Trust Agreements”);



          WHEREAS,
  BTP desires to engage Administrative Agent to perform certain of the administrative
  functions to be performed by BTP under the Trust Agreements and certain other
  agreements to which BTP is or may become a party in accordance with the Trust
  Agreements, as set forth herein; 


          NOW,
  THEREFORE, in consideration of the mutual obligations and undertakings set forth
  herein, it is agreed as follows: 


 ARTICLE
  I 

  DEFINITIONS; EFFECTIVE DATE; TERM; 

  APPOINTMENT OF ADMINISTRATIVE AGENT


          Section
  1.1 Definitions. Unless otherwise specified, capitalized terms used but
  not defined herein have the respective meaning assigned to such terms in the
  Trust Agreements. 


          Section
  1.2 Effective Date. This Agreement shall become effective, and the rights
  and obligations of Administrative Agent and BTP with respect to this Agreement
  shall commence, on the date first written above (the “Effective Date”).



          Section
  1.3 Term. 


          (a)
  This Agreement may be terminated by either Party at any time by giving 60 days’
  prior written notice to the other Party and on the payment by BTP to Administrative
  Agent of all outstanding amounts owed to Administrative Agent by BTP under this
  Agreement. 




          (b)
  Either Party may terminate this Agreement in accordance with the terms of Section
  6.2. 


          (c)
  Notwithstanding the provisions of this Section 1.3, the termination of this
  Agreement shall not in any manner change or excuse the obligations of Administrative
  Agent under this Agreement arising prior to such termination.



          Section
  1.4 Agent. BTP hereby appoints Administrative Agent to be and act as
  its agent to do and perform those obligations, and protect and exercise such
  rights, of BTP that are specified herein, and to take such other actions as
  may be necessary or convenient thereto. As agent for BTP, Administrative Agent
  is authorized to act for BTP in its own name or in the name of BTP, as deemed
  necessary or advisable by Administrative Agent. 


ARTICLE
  II

  SUPPORT
  OBLIGATIONS


          Section
  2.1 Administrative Services. Subject to the terms of this Agreement,
  Administrative Agent shall perform for BTP all administrative services necessary
  and advisable for BTP to perform its obligations and to exercise its rights
  under the following agreements: the Trust Agreements and all other contracts
  relating to the Trusts to which BTP is a party and of which Administrative Agent
  has been given prior notice. Without limiting the generality of the foregoing,
  Administrative Agent shall perform on behalf of BTP, for itself and for each
  individual Trust formed under the Trust Agreements, the following administrative
  services: accounting, auditing, financial reporting, budgeting and forecasting,
  tax, cash management, review of significant operating and financial matters,
  contract administrative services, invoicing, computer and information services,
  and such other administrative and regulatory filing services as directed by
  BTP. Without limiting the foregoing, Administrative Agent shall provide for
  the following administrative services: 


          (a)
  (i) maintain the books and records of BTP in accordance with BTP’s limited
  liability company operating agreement, and (ii) maintain separately the books
  and records of each individual Trust formed under the Trust Agreements, in accordance
  with good business practice, Internal Revenue Service regulations, applicable
  law, and generally accepted accounting principles and retain and oversee independent
  auditors to review such books and records of BTP on an annual basis;



          (b)
  provide services regarding the cash of BTP and of each individual Trust formed
  under the Trust Agreements, including (i) establishing bank accounts and (ii)
  investing and transferring funds and effecting payments in accordance with the
  contracts described in the first paragraph of this Section 2.1;



          (c)
  provide accounting services related to the development and implementation of
  financial controls and systems of BTP and of each individual Trust formed under
  the Trust Agreements and the administering of the financing proceeds of each;



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           (d)
  exercise all rights and administer all obligations of BTP under the Trust Agreements;
  


          (e)
  to the extent that amounts are available from BTP, pay all fees, debts and obligations
  (including taxes) incurred or payable by or on behalf of BTP in accordance with
  the Trust Agreements; 


          (f)
  provide tax-related services; 


          (g)
  make and prosecute, or cause to be made or prosecuted, such filings and reports,
  keep such records, and take or cause to be taken such other actions as may be
  necessary and lawful to maintain the existence and good standing of BTP and
  of each individual Trust formed under the Trust Agreements and to ensure the
  compliance by BTP, on behalf of itself and of each individual Trust formed under
  the Trust Agreements, with all applicable laws, regulations, authorizations,
  and orders of government agencies; 


          (h)
  do and perform such other acts as may be mutually agreed to by Administrative
  Agent and BTP from time to time and permitted by the Trust Agreements;



          Notwithstanding
anything to the contrary contained in this Section 2.1 or elsewhere in this
Agreement, Administrative Agent agrees that it will (a) not take, or fail to
take, any action that could reasonably be expected to cause BTP to violate any
negative covenant contained in the Trust Agreements and (b) submit for approval
to the appropriate managers of BTP all proposed actions of or on behalf of BTP
the approval of which by such managers is required by the limited liability
company operating agreement. 


ARTICLE
  III

  OBLIGATIONS
  UNDER THE TRUST AGREEMENTS


          Section
  3.1 The Administrative Agent undertakes to perform its duties under the Trust
  Agreements including, but not limited to, the obligations of the Administrative
  Agent set forth in Sections 3.08(b), 3.09(b) and 3.10 of the Trust Agreements,
  and no implied covenants or obligations shall be read into the Trust Agreements
  against the Administrative Agent. Any permissive right of the Administrative
  Agent enumerated in the Trust Agreements shall not be construed as a duty.



          Section
  3.2 Neither the Administrative Agent nor any of its directors, officers, employees
  or agents shall be liable, for any losses, costs or damages or otherwise, to
  the Trustee or the Certificateholders under any circumstances for any act or
  omission except for its willful misconduct, bad faith or gross negligence in
  the performance of duties specifically set forth in this Agreement and the Trust
  Agreements; it being understood that: 


          (a)
  the duties and obligations of the Administrative Agent shall be determined solely
  by the express terms of this Agreement and the Trust Agreements and, in the
  absence of gross negligence, bad faith or willful misconduct on the part of
  the 


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Administrative Agent, the Administrative Agent may conclusively rely upon
      any certificates or opinions furnished to the Administrative Agent as to the
      truth and correctness of any statements contained therein; 

          (b)
  the Administrative Agent shall not be personally liable for any action taken,
  suffered or omitted by a Responsible Officer or Responsible Officers of the
  Administrative Agent in good faith and reasonably believed by such Responsible
  Officer or Responsible Officers to be authorized or within the discretion or
  rights or powers conferred upon it by this Agreement and the Trust Agreements;
  and 


          (c)
  except with respect to actions or duties required to be taken or performed,
  as applicable, by the Administrative Agent under the express terms of this Agreement
  or the Trust Agreements, the Administrative Agent shall not be required to expend
  or risk its own funds or otherwise incur financial liability in the performance
  of any of its duties or in the exercise of any of its rights or powers under
  this Agreement and the Trust Agreements. 


          Section
  3.3 Except as otherwise provided in Section 3.12(b) of the Trust Agreements:



          (a)
  the Administrative Agent may request and rely upon and shall be protected in
  acting or refraining from acting upon any resolution, Officers’ Certificate,
  certificate of auditors or any other certificate, statement, instrument, opinion,
  report, notice, request, consent, order, appraisal, bond or other paper or document
  reasonably believed by it to be genuine and to have signed by the proper party
  or parties; 


          (b)
  the Administrative 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 under the Trust Agreements
  in good faith and in accordance with such advice or Opinion of Counsel;



          (c)
  the Administrative Agent shall be under no obligation to institute, conduct
  or defend any Proceeding hereunder or in relation thereto, at the request, order
  or direction of any of the Certificateholders or otherwise; 


          (d)
  the Administrative Agent shall not be bound to make any investigation into the
  facts of matters stated in any resolution, certificate, statement, instrument,
  opinion, report, notice, request, consent, order, appraisal, approval, bond
  or other paper or document believed by it to be genuine; and 


          (e)
  the Administrative Agent may execute any of the powers or perform any duties
  under this Agreement and the Trust Agreements either directly or by or through
  Affiliates. 


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ARTICLE
  IV

  ASSIGNMENT


          Section
  4.1 Successor to Obligations. Any corporation or other entity into which
  the Administrative Agent may be merged or converted or with which it may be
  consolidated, or any corporation or other entity resulting from any merger,
  conversion or consolidation to which the Administrative Agent shall be a party,
  or any corporation or other entity succeeding to the business of the Administrative
  Agent, shall be the successor of the Administrative Agent under this Agreement
  or the Trust Agreements without the execution or filing of any paper or any
  further act on the part of any of the parties to this Agreement or the Trust
  Agreements, anything in this Agreement or the Trust Agreements to the contrary
  notwithstanding. 


          Section
  4.2 Consent to Third Party Service Provider. BTP hereby acknowledges,
  consents and agrees that Administrative Agent may at any time on or after the
  Effective Date subcontract to an agent to perform any or all of the administrative
  functions, duties and obligations that Administrative Agent is required to perform
  under this Agreement and the Trust Agreements; provided, however, that Administrative
  Agent shall remain responsible for the performance of its obligations hereunder.




ARTICLE
  V 

  FEES


          Section
  5.1 Payment of Fees, Expenses, Debts and other Obligations. On or before
  the [____________] day of each calendar month during the term of this Agreement,
  Administrative Agent shall deliver to BTP (and the Trustee in accordance with
  the Trust Agreement) one or more invoices for all previously accrued and unpaid
  administrative expenses incurred by Administrative Agent in performing its obligations
  under this Agreement and the Trust Agreements (other than internal and overhead
  costs of Administrative Agent, which are covered by the Fee). Each invoice shall
  contain a statement explaining in reasonable detail how the expenses on the
  invoice were calculated and the persons or entities to which payments are to
  be made. 


ARTICLE
  VI

  REPRESENTATIONS
  AND WARRANTIES


          Section
  6.1 Organization; Powers. Each Party represents and warrants to the other
  Party that it is a duly formed and validly existing limited liability company
  under the laws of the State of Delaware and has the requisite power and authority
  to carry on its business as now being conducted and currently proposed to be
  conducted, to own its properties and to execute, deliver and perform its obligations
  under this Agreement. 


          Section
  6.2 Authorization; Enforceability. Each Party represents and warrants
  to the other Party that it has taken all action necessary to authorize it to
  execute, deliver and perform its obligations under this Agreement and that this
  Agreement, when executed and delivered, will constitute a legal, valid and binding
  obligation of it, enforceable in accordance with its terms, subject to bankruptcy,
reorganization, 


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moratorium or other similar laws affecting the enforcement of
    the rights of creditors generally and to general principles of equity.


          Section
  6.3 No Conflict. Each Party represents and warrants to the other Party
  that the execution, delivery and performance of this Agreement does not and
  will not (a) violate any law, statute, code, act, ordinance, order, judgment,
  decree, injunction, rule, regulation, permit, license, authorization, direction
  or requirement of any federal, state, local or foreign governmental department,
  commission, board, bureau, authority, agency, court, instrumentality or judicial
  or regulatory body or entity applicable to it (collectively, “Legal
  Requirements”) or the violation of which could reasonably be expected
  to result in a material adverse effect on its business, assets or financial
  condition or (b) conflict with, result in a breach of or constitute a default
  under any of its organizational, formative or governing documents or any instrument
  or agreement, including, without limitation, the Trust Agreements, to which
  it is a party. 


          Section
  6.4 Compliance. Each Party represents and warrants to the other Party
  that it is in compliance with all Legal Requirements and governmental approvals
  applicable to it and this Agreement, except to the extent that non-compliance
  could not reasonably be expected to result in a material adverse effect on its
  business, assets for financial conditions or on its ability to perform under
  this Agreement. 


          Section
  6.5 Litigation. Each Party represents and warrants to the other Party
  that there are no actions, suits or proceedings pending or, to the best of its
  knowledge, threatened in writing against it in any court or before or by any
  federal, state, local or foreign governmental department, commission, board,
  bureau, authority, agency, court, instrumentality or judicial or regulatory
  body or entity, wherein an unfavorable ruling or finding could reasonably be
  expected to result in a material adverse effect on its business, assets or financial
  condition or on its ability to perform its obligations under this Agreement.



          Section
  6.6 Governmental Approvals. Each Party represents and warrants to the
  other Party that all governmental and third-party approvals necessary for it
  to enter into and perform its obligations under this Agreement and the Trust
  Agreements have been obtained, are in full force and effect and are final and
  non-appealable. 


ARTICLE
  VII

  MISCELLANEOUS
  PROVISIONS


          Section
  7.1 Amendments. This Agreement may be amended only by a written instrument
  duly executed by each of BTP and Administrative Agent; provided, however, that
  so long as the Certificates remain outstanding, this Agreement may not be amended
  in a manner which violates the terms of the Trust Agreements and without receiving
  prior written consent from the Trustee, which consent will not be unreasonably
  withheld. 


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          Section
  7.2 Binding Effect. This Agreement and any extension shall inure to the
  benefit of and be binding upon the Parties and their respective permitted successors
  and assigns. 


          Section
  7.3 Specific Performance. Each party hereby acknowledges that money damages
  would not be a sufficient remedy for any breach of this Agreement and that irreparable
  harm would result if this Agreement were not specifically enforced. Therefore,
  notwithstanding any other provision hereof, the rights and obligations of the
  Parties under this Agreement shall be enforceable by a decree of specific performance
  issued by any court of competent jurisdiction and appropriate injunctive relief
  may be applied for and granted in connection therewith. The right of a Party
  to specific performance hereunder shall be in addition to all other legal or
  equitable remedies available to such Party. 


          Section
  7.4 Counterparts. This Agreement may be executed in one or more counterparts,
  each of which shall be deemed an original but together shall constitute one
  and the same instrument. 


          Section
  7.5 Notices. Any notice, request, demand or statement to be given by
  a Party hereunder shall be in writing and shall be deemed to have been duly
  given to the addressee when mailed by certified mail, return receipt requested,
  or delivered against receipt by messenger or overnight courier addressed as
  follows: 

          To
  Administrative Agent: 

          Incapital
  Holdings LLC 

            One
  North LaSalle Street, Suite 3500 

            Chicago,
  IL 60602 

            Attention:
  Joseph Novak 

            Phone:
  312-379-3700 

            Fax:
  312-379-3731 

          To
  Bond Trust Products: 


          c/o
Incapital Holdings LLC 

          One
North La Salle Street, Suite 3500 

          Chicago,
IL 60602 

          Attention:
Steven J. Hartman 

          Phone:
312-379-3700 

          Fax:
312-379-3701 

          and,
  each such notice delivered to the Administrative Agent or BTP shall be delivered
  to Trustee as follows: 

          To
  Trustee: 


          The
  Bank of New York Trust Company of Florida, N.A. 



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          10161
  Centurion Parkway 

            Jacksonville,
  Florida 32256 

            Attention:
  _________________ 



 or to such other address
  as may be designated by the addressee by notice to the other Party. 


          Section
  7.6 Entire Agreement. The Agreement constitutes the entire agreement
  between the Parties with respect to the matters contained herein and all prior
  agreements with respect thereto are superseded hereby. Each Party confirms that
  it is not relying on any oral representation or warranty of the other Party.



          Section
  7.7 Governing Law. This Agreement shall be interpreted, construed, governed
  by, performed and enforced in accordance with the laws of the State of New York
  without giving effect to the principles thereof relating to conflicts of law
  except Section 5-1401 of the New York General Obligations Law.



          Section
  7.8 Headings. The subject headings of the Articles and Sections of this
  Agreement are inserted solely for the purpose of convenient reference and are
  not intended to, nor shall they, affect the meaning of any provision of this
  Agreement. 


          Section
  7.9 Severability. If any term or provision of this Agreement or the application
  thereof to any person, entity or circumstance shall to any extent be invalid
  or unenforceable, the remainder of this Agreement, and the application of such
  term or provision to persons, entities or circumstances other than those as
  to which it is invalid or unenforceable, shall not be affected thereby, and
  each term and provision of this Agreement shall be valid and enforceable to
  the fullest extent permitted by law. 


          Section
  7.10 Indemnification. The Administrative Agent and any director, officer,
  employee or agent of the Administrative Agent shall be indemnified by BTP and
  held harmless against any loss, liability or expense incurred in connection
  with any Proceeding relating to this Agreement, the Trust Agreements or the
  Certificates or the performance of any of the Administrative Agent’s duties
  under this Agreement or the Trust Agreements (each such loss, liability or expense
  indemnified hereunder shall be considered a Trust Expense), other than any loss,
  liability or expense (i) that constitutes a specific liability of the Administrative
  Agent under this Agreement or the Trust Agreements or (ii) incurred by reason
  of willful misconduct, bad faith or negligence in the performance of the Administrative
  Agent’s duties hereunder or thereunder or as a result of a breach or reckless
  disregard of the Administrative Agent’s obligations and duties hereunder
  or under the Trust Agreements; provided, however, that with respect to any such
  Proceeding, (1) the Administrative Agent shall have given BTP notice thereof
  promptly after the Administrative Agent shall have knowledge thereof, (2) while
  maintaining control over its own defense in any such Proceeding, the Administrative
  Agent shall consult with BTP in preparing such defense, (3) if any Person ever
  alleges such willful misconduct, bad faith or negligence by the Administrative
  Agent, the indemnification provided for in this Section 8.10 shall nonetheless
  be paid upon demand, subject to later adjustment or reimbursement, until such
time as a court of competent


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 jurisdiction enters a final judgment as to the
    extent and effect of the alleged willful misconduct, bad faith or negligence.
    In the event the Administrative Agent is not indemnified by BTP in accordance
    with this Section 8.10, the Administrative Agent shall nevertheless remain obligated
    to perform its duties under this Agreement and the Trust Agreements.


          Section
  7.11 Limitation of Recourse. Anything herein to the contrary notwithstanding,
  the obligations of BTP under this Agreement are special obligations of the BTP
  and do not constitute an obligation of (and no recourse shall be had with respect
  thereto to) any parent company, officer, agent, employee, manager, or Affiliate
  of BTP, or any shareholder, member, partner, officer, agent, employee, or director
  of any parent company or Affiliate of BTP as such, and no judgment for any personal
  liability or deficiency upon or with respect to, or otherwise in connection
  with, the obligations under this Agreement shall be obtainable by the Administrative
  Agent or any Affiliate of the Administrative Agent (or any Person claiming by,
  through, or under such Persons) against any parent company, officer, agent,
  employee, manager, or Affiliate of BTP, or any shareholder, member, partner,
  officer, agent, employee, or director of any thereof absent fraud, misrepresentation,
  or willful misconduct on the part of such Person. 


          Section
  7.12 Third Party Beneficiaries. The Parties hereby agree and acknowledge
  that so long as the Certificates remain outstanding, each of the Certificateholders
  and the Trustee shall be deemed to be third party beneficiaries of this Agreement.



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          IN
  WITNESS WHEREOF, the Parties have duly executed this Administrative Agent Agreement
  as of the date first above written. 

	 	BOND
      TRUST PRODUCTS LLC
	 	 	 
	 	 	 
	 	By: 	 
	 	 	

    
	 	 	Name:
      Steven J. Hartman

      Title: Managing Member 
	 	 	 
	 	 	 
	 	INCAPITAL
      HOLDINGS LLC
	 	 	 
	 	 	 
	 	By: 	 
	 	 	

    
	 	 	Name:
      

      Title: