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                                                                    Exhibit 10.1

                              CALL OPTION AGREEMENT

         CALL OPTION AGREEMENT, dated as of May 20, 2004 (this "Agreement"),
among CORPORATE ASSET BACKED CORPORATION, a Delaware corporation (the
"Depositor"), as the sole initial Option Holder (as defined below), UBS
SECURITIES LLC ("UBS Securities"), as the initial purchaser from the Depositor,
and initial and sole holder at the time of execution of this Agreement, of the
Certificates (as defined below), and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as the agent appointed by UBS Securities to act on
behalf of UBS Securities and its successors under this Agreement and the Trust
Agreement (as defined below), with respect to the options granted by UBS
Securities to the Depositor under this Agreement. U.S. Bank Trust National
Association, acting for UBS Securities and any subsequent transferee of a
Certificate as agent with respect to such options as set forth in more detail
below, is referred to herein as the "Option Agent."

                                   WITNESSETH:

         WHEREAS, the Depositor has established the CABCO Series 2004-101 Trust
(Goldman Sachs Capital I) (the "Trust") as a common law trust under the laws of
the State of New York pursuant to the Trust Agreement, dated as of May 20, 2004
(the "Trust Agreement"), between the Depositor and U.S. Bank Trust National
Association, as Trustee and Option Agent;

         WHEREAS, the Trust issued floating rate callable certificates (the
"Certificates") to the Depositor evidencing, in the aggregate, the beneficial
interests in all the assets of the Trust;

         WHEREAS, the Depositor is selling all the Certificates issued by the
Trust to UBS Securities, as underwriter pursuant to the Underwriting Agreement,
dated May 13, 2004 (the "Underwriting Agreement"), between the Depositor and UBS
Securities, for resale to investors;

         WHEREAS, as partial consideration for its purchase of each Certificate,
UBS Securities intends to grant to the Depositor an option to repurchase that
Certificate upon the terms and subject to the conditions set forth in this
Agreement;

         WHEREAS, each option relating to a single Certificate is referred to
herein as a "Call Option," or the "related Call Option," as the context shall
require;

         WHEREAS, ownership of the Call Options granted hereunder shall be
evidenced by one or more option certificates issued hereunder in definitive
physical form, each of which option certificate shall be substantially in the
form attached as Exhibit C, and each of which option certificates in definitive
physical form shall evidence the number of Call Options set forth on its face;

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         WHEREAS, the Trust Agreement provides that each subsequent purchaser of
a Certificate agrees, by such purchase, to assume the obligation to perform the
related Call Option, and further agrees to appoint U.S. Bank Trust National
Association as its agent to act on its behalf with respect thereto under this
Agreement and the Trust Agreement;

         WHEREAS, upon each such transfer of a Certificate (and the automatic
assumption of the obligations under the related Call Option by the transferee),
the transferor of the Certificate shall be released from its obligation to
perform the related Call Option, and the transferor's appointment of U.S. Bank
Trust National Association as its agent with respect thereto shall terminate;
and

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   ARTICLE I

                                   Definitions

Section 1.1.      Definitions.

         As used in this Agreement, unless the context otherwise requires, the
following terms have the following respective meanings:

                  "Affiliate" has the meaning specified in the Trust Agreement.

                  "Agreement" has the meaning specified in the preamble to this
         Agreement.

                  "Business Day" has the meaning specified in the Trust
         Agreement.

                  "Call Date" means, with respect to any Call Option, the date
         on which settlement of that Call Option occurs pursuant to Section
         2.2(d).

                  "Call Notice" has the meaning specified in Section 2.2(b).

                  "Call Option" has the meaning specified in the recitals to
         this Agreement.

                  "Call Option Certificate" has the meaning specified in Section
         2.1(a).

                  "Call Price" means, with respect to each Call Option, an
         amount equal to the sum of (i) the outstanding certificate principal
         balance on the Call Date of the Certificate subject to such Call
         Option, plus (ii) any accrued and unpaid interest on such Certificate
         through the Call Date.

                  "Certificate Principal Balance" has the meaning specified in
         the Trust Agreement.

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                  "Certificate Register" has the meaning specified in the Trust
         Agreement.

                  "Certificateholder" means each Person in whose name a
         Certificate is registered on the Certificate Register.

                  "Certificates" has the meaning specified in the recitals to
         this Agreement.

                  "Closing Date" has the meaning specified in the Trust
         Agreement.

                  "Depositor" has the meaning specified in the preamble to this
         Agreement.

                  "Depositor Order" has the meaning specified in the Trust
         Agreement.

                  "Option Agent" means U.S. Bank Trust National Association, in
         its capacity as option agent appointed under this Agreement, or any
         successor in such capacity.

                  "Option Holder" means, initially, the Depositor, and
         thereafter with respect to all the Call Options, the Person to whom all
         the Call Options have been transferred to as provided herein.

                  "Person" means any individual, corporation, estate, limited
         liability company, partnership, joint venture, association, joint stock
         company, trust (including any trust beneficiary), unincorporated
         organization or government or any agency or political subdivision
         thereof.

                  "Protected Purchaser" has the meaning specified in the Uniform
         Commercial Code as is in effect in the State of New York.

                  "Rating Agency" has the meaning specified in the Trust
         Agreement.

                  "Responsible Officer" has the meaning specified in the Trust
         Agreement.

                  "Securities Act" has the meaning specified in Section 2.4(a).

                  "SEC Reporting Failure" has the meaning specified in the Trust
         Agreement.

                  "Transfer" means, with respect to any Call Option, the
         assignment by the Option Holder of all rights and delegation by the
         Option Holder of all obligations under such Call Option, and
         "Transferee" and "Transferor" shall have correlative meanings.

                  "Transfer Confirmation" has the meaning specified in Section
         2.4(c).

                  "Trust" has the meaning specified in the recitals to this
         Agreement.

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                  "Trust Agreement" has the meaning specified in the recitals to
         this Agreement.

                  "Trust Regulatory Event" has the meaning specified in the
         Trust Agreement.

                  "Trust Swap Payment Default" has the meaning specified in the
         Trust Agreement.

                  "Trustee" means the trustee from time to time under the Trust
         Agreement.

                  "UBS Securities" has the meaning specified in the preamble to
         this Agreement.

                  "Underlying Securities" means the $150,000,000 principal
         amount of 6.345% Capital Securities issued by the Underlying Securities
         Issuer, and fully and unconditionally guaranteed by the Underlying
         Securities Guarantor, deposited in the Trust, exclusive of interest
         accrued from and including February 20, 2004, to, but excluding, the
         Closing Date (which interest has been retained by the Depositor),
         unless the context otherwise requires.

                  "Underlying Securities Bankruptcy Default" has the meaning
         specified in the Trust Agreement.

                  "Underlying Securities Guarantor" means The Goldman Sachs
         Group, Inc.

                  "Underlying Securities Issuer" means Goldman Sachs Capital I.

                  "Underlying Securities Payment Default" has the meaning
         specified in the Trust Agreement.

                  "Underwriting Agreement" has the meaning specified in the
         recitals to this Agreement.

         Section  1.2. Interpretive Provisions.

         For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

                  (a)      the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular, and nouns and pronouns of each gender include each of the
         other genders;

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<PAGE>

                  (b)      all accounting terms not otherwise defined in this
         Agreement have the meanings assigned to them in accordance with
         generally accepted accounting principles in the United States;

                  (c)      whenever the words "include," "includes" or
         "including" are used in this Agreement, they shall be deemed to be
         followed by the words "without limitation";

                  (d)      any reference in this Agreement to any statute,
         regulation or agreement is a reference to such statute, regulation or
         agreement as supplemented or amended from time to time;

                  (e)      any reference in this Agreement to any Person is a
         reference to such Person and such Person's successors and assigns;

                  (f)      the Article and Section headings in this Agreement
         are for convenience only and shall not affect the construction of this
         Agreement;

                  (g)      when a reference is made in this Agreement to
         Articles, Sections, Exhibits or Schedules, such reference is to
         Articles or Sections of, or Exhibits or Schedules to, this Agreement;
         and

                  (h)      all references to a specific time are references to
         New York City time.

                                   ARTICLE II

                                THE CALL OPTIONS

         Section 2.1 Grant of Call Options; Option Holder is Beneficiary.

         (a)      UBS Securities, as the initial purchaser of the Certificates
from the Depositor, and initial and sole holder of the Certificates at the time
of execution of this Agreement, hereby grants the Call Options to the Depositor.
To evidence such grant, the Option Agent is hereby directed to concurrently
issue to the Depositor an option certificate in definitive registered physical
form (a "Call Option Certificate") in the Depositor's name in substantially the
form attached as Exhibit C, evidencing 6,000,000 Call Options, and to register
the Depositor's ownership of such 6,000,000 Call Options in the register
referred to in Section 2.4(e).

         (b)      The Option Holder shall be an express beneficiary of this
Agreement, entitled to enforce this Agreement directly in its own name against
the Option Agent and the Certificateholders holding Certificates.

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         Section 2.2. Manner of and Conditions to Exercise.

         (a)      Subject to the terms and conditions of this Agreement, the
Call Options may be exercised by the Option Holder on any Business Day occurring
(i) on or after May 15, 2009, (ii) at any time following the occurrence of an
Underlying Securities Payment Default, an Underlying Securities Bankruptcy
Default, a SEC Reporting Failure, a Trust Swap Payment Default or a Trust
Regulatory Event, or (iii) at any time in connection with a tender offer for, a
redemption or repurchase of or an unscheduled payment on the Underlying
Securities. The parties acknowledge that, under the Trust Agreement, if the
Trustee receives any announcement, proposal or notice of a redemption or
repurchase of, tender offer for or an unscheduled payment on any Underlying
Securities, the Trustee will be required to deliver a copy of that document to
the Option Agent within two Business Days. The Option Agent agrees to send a
copy of each such document received from the Trustee to each Option Holder on
the same day it is received from the Trustee.

         (b)      The Option Holder may exercise the Call Options only upon
satisfaction of each of the following conditions:

                  (i)      Except in connection with a partial tender for, a
         partial redemption or repurchase of an aggregate principal amount of
         Underlying Securities that is less than the aggregate outstanding
         Certificate Principal Balance of all the Certificates, the Option
         Holder exercises the Call Options with respect to all the Certificates
         outstanding.

                  (ii)     In connection with a partial tender for, a partial
         redemption or repurchase of an aggregate principal amount of Underlying
         Securities that is less than the aggregate outstanding Certificate
         Principal Balance of all the Certificates, the Option Holder exercises
         the Call Options with respect to the aggregate outstanding Certificate
         Principal Balance of the Certificates equal to the aggregate principal
         amount of Underlying Securities being tendered or redeemed.

                  (iii)    Not fewer than 15 calendar days nor more than 60
         calendar days prior to the proposed Call Date, the Option Holder shall
         deliver a notice substantially in the form attached as Exhibit A (a
         "Call Notice") to each of the Option Agent and the Trustee specifying
         the number of Call Options being exercised, the proposed Call Date with
         respect to the Call Options, and the account to which the Trustee shall
         deliver the liquidation proceeds from the sale of the Underlying
         Securities deliverable pursuant to Section 2.15 of the Trust Agreement;
         provided, however, that with respect to any exercise of Call Options
         pursuant to Section 2.2(a)(ii), the Call Notice shall be delivered to
         the Option Agent and the Trustee not later than two Business Days prior
         to the proposed Call Date and with respect to any exercise of Call
         Options pursuant to 2.2(a)(iii), the Call Notice shall be delivered to
         the Option Agent and the Trustee no later than seven Business Days
         prior to the expiration of the tender offer acceptance period.

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<PAGE>

                  (iv)     (A) Unless the Option Holder has exercised the Call
         Options in connection with a tender offer, the Option Holder shall have
         made payment of the Call Price under all of the Call Options to the
         Option Agent, by wire transfer in immediately available funds, no later
         than 10:00 a.m. on the proposed Call Date, and (B) if the Option Holder
         has exercised the Call Options in connection with a tender offer, the
         Trustee shall have received payment of the tender price from the
         Underlying Securities Issuer or other purchaser of the Underlying
         Securities relating to the Certificates subject to all of the exercised
         Call Options (or with respect to the portion of the Call Options deemed
         exercised as provided in Section 2.2(e), if less than all Underlying
         Securities tendered by the Trustee pursuant to Section 2.15 of the
         Trust Agreement, in immediately available funds, no later than 10:00
         a.m. on the later of (i) the Call Date specified in the Call Notice, or
         (ii) the earlier to occur of the date immediately following the date on
         which the tender offer is consummated or the date on which it expires
         unconsummated.

         (c)      The Option Agent shall notify the Trustee immediately upon its
receipt of a Call Notice. The number of Certificates specified in such Call
Notice shall not be less than the outstanding number of Certificates, except as
provided in Section 2.2(b)(ii). If the number of Certificates specified in such
Call Notice is less than the outstanding number of Certificates (as provided in
Section 2.2(b)(ii)), the Trustee shall select the Certificates to be purchased
by the Option Holder. The Certificates so selected shall be a pro rata portion
of the Certificates held by each Certificateholder, provided that purchase of a
fraction of a single Certificate will not be made, and the Trustee shall round
up or down the number of Certificates to be purchased from each
Certificateholder to avoid such fractional purchases.

         (d)      On the date specified in the applicable Call Notice, upon
satisfaction of the conditions specified in Section 2.2(b), the Option Agent
shall (x) notify the Trustee of its receipt of the Call Price and the
satisfaction of such conditions, (y) instruct the Trustee to transfer to the
Option Holder the number of Certificates corresponding to the number of Call
Options exercised by the Option Holder, and (z) (i) unless the Call Options were
exercised in connection with a tender offer, remit the amount of the Call Price
received from the Option Holder to the Trustee and instruct the Trustee to pay
to each Certificateholder from whom the Certificates were purchased the Call
Price in respect of such Certificates, or (ii) if the Call Options were
exercised in connection with a tender offer, pay to the Option Holder the amount
that the tender offer proceeds exceeds the Call Price, if any.

         (e)      Delivery of a Call Notice does not give rise to an obligation
on the part of the Option Holder to pay the Call Price. The Call Notice shall
automatically expire (i) if the Call Option is being exercised other than in
connection with a tender offer, and the Option Holder has not paid the Call
Price to the Option Agent by 10:00 a.m. on the Call Date, or (ii) in the case of
a tender offer, if the Trustee has not received payment of the tender offer
proceeds from the Underlying Securities Issuer or other purchaser by 10:00 a.m.
on the later of (A) the date specified for settlement in the Call Notice, or

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(B) the earlier to occur of the date immediately following the date on which the
tender offer is consummated or the date on which it expired unconsummated.
Furthermore, if any Call Options are exercised in connection with a tender offer
and fewer than all of the Underlying Securities tendered by the Trustee are
accepted for payment and paid for under the tender offer as provided in Section
2.15 of the Trust Agreement, then the number of Call Options deemed exercised
will be reduced so that the Certificate Principal Balance of the Certificates
subject to such exercised Call Options is equal to the principal amount of
Underlying Securities tendered by the Trustee that are accepted for payment and
paid for, and the Call Options deemed not exercised will remain outstanding. In
addition, if the tender offer is terminated by the person making the tender
offer before any Underlying Securities are accepted for payment and paid for, or
if all tenders by the Trustee of Underlying Securities are rejected, then the
applicable Call Notice will be of no further force and effect, and any related
Call Options will be deemed not exercised and will remain outstanding. If a Call
Notice shall expire for any reason provided for in this Section 2.2(e), none of
the Option Holder, the Option Agent, the Trustee or any Certificateholder shall
have any obligation with respect to the Call Notice, and the expiration of a
Call Notice shall in no way affect the Option Holder's right to deliver a Call
Notice at a later date.

         Section 2.3. Legends on Certificates.

         Each Certificate shall bear a legend notifying any Certificateholder of
the existence and terms of the Call Option to which that Certificate is subject,
in substantially the following form:

                  BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE,
         YOU ACKNOWLEDGE THAT THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION
         GRANTED TO CORPORATE ASSET BACKED CORPORATION, A DELAWARE CORPORATION
         (THE "DEPOSITOR"), BY UBS SECURITIES LLC UNDER THE CALL OPTION
         AGREEMENT, DATED AS OF MAY 20, 2004 (THE "CALL OPTION AGREEMENT"),
         AMONG THE DEPOSITOR, AS THE SOLE INITIAL OPTION HOLDER, UBS SECURITIES
         LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT
         THE TIME OF SUCH GRANT, OF THE CERTIFICATES, AND U.S. BANK TRUST
         NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, ACTING AS OPTION
         AGENT FOR THE CERTIFICATEHOLDERS WITH RESPECT TO THE OPTIONS (THE
         "OPTION AGENT"), WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT
         HOLDER OF SUCH CERTIFICATES; YOU AGREE TO ASSUME THE OBLIGATION OF YOUR
         TRANSFEROR TO PERFORM SUCH OPTION; AND YOU ACKNOWLEDGE THAT YOUR
         TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH
         OPTION. THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED
         OPTION TO PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR

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         CONSENT, AT THE TIMES AND ON THE CONDITIONS SPECIFIED IN THE CALL
         OPTION AGREEMENT AT THE CALL PRICE SPECIFIED IN THAT AGREEMENT. THE
         OPTION MAY BE TRANSFERRED FROM TIME TO TIME. UPON THE EXERCISE OF THE
         RELATED OPTION IN THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT,
         THE CERTIFICATE WILL BE TRANSFERRED TO THE RELEVANT OPTION HOLDER BY
         THE TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS CERTIFICATE
         IN ACCORDANCE WITH THE TERMS OF THE CALL OPTION AGREEMENT, WITHOUT THE
         REQUIREMENT OF ANY FURTHER ACTION BY YOU, EXCEPT THAT IF THE
         CERTIFICATES ARE HELD IN DEFINITIVE FORM AT SUCH TIME YOU WILL NOT
         RECEIVE SUCH CALL PRICE UNLESS AND UNTIL YOU SURRENDER THIS
         CERTIFICATE.

         Section 2.4. Transfer of Call Options.

         (a)      Each of the parties to this Agreement acknowledges that the
Call Options are being issued in a transaction exempt from registration under
the U.S. Securities Act of 1933 (the "Securities Act") and that the Call Options
have not been and will not be registered under the Securities Act or any
applicable state securities law of any state and may not be offered, sold,
pledged or otherwise transferred except in a transaction registered pursuant to
the Securities Act or exempt from registration under the Securities Act, and
otherwise in accordance with the terms of this Agreement.

         (b)      Promptly following the sale of the Certificates to UBS
Securities pursuant to the Underwriting Agreement and the related grant of the
Call Options by UBS Securities to the Depositor as provided in Section 2.1, and
in any event within 45 days thereafter, the Depositor shall Transfer 100% of the
Call Options to the London Branch of UBS AG through UBS Securities, as agent
pursuant to the Placement Agency Agreement, dated May 20, 2004, between the
Depositor and UBS Securities. Subject to the terms and conditions set forth in
this Article II, the Option Holder may Transfer all of the Call Options it holds
to another Person at any time, provided that under no circumstances may the Call
Options be re-Transferred to the Depositor.

         (c)      The Transfer of the Call Options shall be effected by the
delivery of the relevant Call Option Certificate to the Option Agent for
registration in the name of the Transferee as set forth in Section 2.4(e)
hereof, in each case with a form of assignment executed by the Transferor and
the execution and delivery by the Transferor, the Transferee and the Option
Agent of a confirmation substantially in the form attached as Exhibit B (a
"Transfer Confirmation").

         (d)      The Call Options may be Transferred only in full. No
fractional interest in the Call Options may be transferred, and no interest in
the Call Options may be transferred except in connection with a Transfer of all
the rights and obligations of the Option Holder under and in respect of the Call
Options.

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         (e)      The Option Agent shall keep a register in which it shall
provide for the registration of the Call Options and the registration of
transfers of the Call Options. The Option Agent shall record in such register
(w) the name and registered address of the Option Holder, (x) the number of Call
Options held by the Option Holder, (y) the Transfer of the Call Options, and (z)
the number of Call Options exercised by the Option Holder and the number of Call
Options cancelled as provided in Section 2.5. The Trustee and the Option Agent
may treat the Person in whose name the Call Options are registered on such
register as the owner of the Call Options for all purposes, and the Trustee and
the Option Agent shall not be affected by any notice to the contrary.

         Section 2.5. Pro Rata Reduction of Call Options Upon Partial Redemption
of Underlying Securities.

         (a)      If Underlying Securities are redeemed in part by the
Underlying Securities Issuer and the Option Holder does not exercise the Call
Options with respect to all the Underlying Securities redeemed in such partial
redemption, the number of Call Options held by the Option Holder shall be
reduced proportionately so that the aggregate amount of Certificates callable by
the exercise of the Call Options shall equal the outstanding Certificate
Principal Balance of outstanding Certificates after giving effect to such
partial redemption. The Option Agent shall make such adjustments to its records
as shall be necessary to reflect such reductions and shall notify the Option
Holder of such adjustments.

         Section 2.6. Expiration.

         The Call Options shall expire, and the right to exercise the Call
Options shall terminate, on the earlier to occur of (a) the termination of the
Trust Agreement, and (b) the liquidation of the Trust.

         Section 2.7. Mutilated, Destroyed, Lost or Stolen Call Option
Certificates.

         (a)      If (i) any Call Option Certificate that has been mutilated is
surrendered to the Option Agent, or the Option Agent receives evidence to its
satisfaction of the destruction, loss or theft of any Call Option Certificate,
and (ii) there is delivered to the Option Agent such security or indemnity as
may be required by it to hold it harmless, then, in the absence of notice to the
Option Agent that such Call Option Certificate has been acquired by a Protected
Purchaser, the Option Agent shall execute on behalf of the Certificateholders
holding Certificates, and shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Call Option Certificate, a
replacement Call Option Certificate in respect of a like aggregate Certificate
Principal Balance of Certificates.

         (b)      If, after the delivery of a replacement Call Option
Certificate in respect of a mutilated, destroyed, lost or stolen Call Option
Certificate pursuant to Section 2.7(a), a Protected Purchaser of the original
Call Option

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Certificate in lieu of which such replacement Call Option Certificate was
issued exercises such original Call Option Certificate, the Option Agent shall
be entitled to recover such replacement Call Option Certificate from the Person
to whom it was delivered or any Person taking such replacement Call Option
Certificate from such Person to whom such replacement Call Option Certificate
was delivered or any assignee of such Person, except a Protected Purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Option Agent in
connection with such exercise.

         (c)      In connection with the issuance of any replacement Call Option
Certificate under this Section 2.7, the Option Agent may require the payment by
the holder of the Call Option Certificate of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the fees and expenses of the Option Agent)
connected therewith.

         (d)      Any Call Option Certificate issued pursuant to this Section
2.7 in replacement of any mutilated, destroyed, lost or stolen Call Option
Certificate shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Call Option Certificates duly issued
hereunder.

         (e)      The provisions of this Section 2.7 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement of mutilated, destroyed, lost or stolen Call Option
Certificates.

         Section 2.8. Representations and Warranties of UBS Securities.

         UBS Securities represents and warrants to the Depositor and the Option
Agent as of the date of this Agreement and as of the time of delivery of the
Call Option Certificates by the Option Agent to the Depositor that each of the
execution of this Agreement, and the grant of the Call Options and the direction
to the Option Agent to issue the Call Option Certificates in the manner provided
for in Section 2.1 of this Agreement, has been duly authorized by UBS Securities
and is within the corporate power and authority of UBS Securities.

         Section 2.9. Representations and Warranties of the Depositor.

         The Depositor represents and warrants to UBS Securities and the Option
Agent as of the date of this Agreement and as of the time of delivery of the
Call Option Certificates by the Option Agent to the Depositor that each of the
execution of this Agreement and the receipt by the Depositor of the Call
Options, has been duly authorized by the Depositor and is within the corporate
power and authority of the Depositor.

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                                  ARTICLE III

                                  OPTION AGENT

         Section 3.1. Limitation on Liability.

         The Option Agent shall be protected and shall incur no liability for or
in respect of any action taken, suffered or omitted by it in connection with its
administration of the Call Options in reliance upon any instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement or other paper or document in good
faith believed by it to be genuine and to be signed, executed and, where
necessary, verified and acknowledged, by the proper Person or Persons.

         Section 3.2. Duties of Option Agent.

         The Option Agent undertakes only the specific duties and obligations
imposed under this Agreement upon the following terms and conditions, by all of
which the Depositor, the Option Holder and each Certificateholder shall be
bound:

         (a)      The Option Agent may consult with legal counsel (who may be
legal counsel for the Depositor or any of its Affiliates), and the opinion of
such counsel shall be full and complete authorization and protection to the
Option Agent as to any action taken or omitted by it in good faith and in
accordance with such opinion, provided the Option Agent shall have exercised
reasonable care in the selection by it of such counsel.

         (b)      Whenever in the performance of its duties under this
Agreement, the Option Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Depositor or the Trustee prior to
taking or suffering any action under this Agreement, such fact or matter may be
deemed to be conclusively proved and established by a Depositor Order or a
certificate signed by a Responsible Officer of the Trustee and delivered to the
Option Agent; and such certificate shall be full authorization to the Option
Agent for any action taken or suffered in good faith by it under this Agreement
in reliance upon such certificate.

         (c)      The Option Agent shall be liable under this Agreement only for
its own gross negligence, willful misconduct or bad faith.

         (d)      The Option Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or be required
to verify the same, but all such statements and recitals are and shall be deemed
to have been made by the Depositor only.

         (e)      The Option Agent shall not have any responsibility in respect
of and makes no representation as to the validity of the Call Options or the
execution and delivery of this Agreement (except the due execution of this
Agreement by the Option

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Agent); nor shall it be responsible for any breach by the Trustee or the Option
Holder of any covenant or condition contained in this Agreement; nor shall it by
any act under this Agreement be deemed to make any representation or warranty as
to the Certificates or the Underlying Securities.

         (f)      The Option Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties under this Agreement
from the Chairman of the Board, the Chief Executive Officer, the Chief Financial
Officer, the Chief Operating Officer, the President, a Vice President, a Senior
Vice President, a Managing Director, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Depositor, and to apply to such
officers for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered to be taken by it in good faith
in accordance with instructions of any such officer.

         (g)      The Option Agent and any shareholder, director, officer or
employee of the Option Agent may buy, sell or deal in of the Call Options or the
Certificates or otherwise act as fully and freely as though it were not Option
Agent under this Agreement, so long as such persons do so in full compliance
with all applicable laws and, to the extent applicable, the Trust Agreement.
Nothing in this Agreement shall preclude U.S. Bank Trust National Association
from acting in any other capacity for the Trust, the Depositor or for any other
legal entity.

         (h)      The Option Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty under this Agreement either
itself or by or through its attorneys or agents.

         (i)      The Option Agent shall act solely as the agent of the
Certificateholders under this Agreement. The Option Agent shall not be liable
except for the failure to perform such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Option Agent, whose duties shall be determined solely by
the express provisions of this Agreement.

         (j)      The Option Agent shall not be under any obligation or duty to
institute, appear in or defend any action, suit or legal proceeding in respect
of this Agreement, unless first indemnified to its satisfaction, but this
provision shall not affect the power of the Option Agent to take such action as
the Option Agent may consider proper, whether with or without such indemnity.
The Option Agent shall promptly notify the Depositor and the Trustee in writing
of any claim made or action, suit or proceeding instituted against it arising
out of or in connection with this Agreement.

         Section 3.3. Change of Option Agent.

         (a)      The Option Agent may resign and be discharged from its duties
under this Agreement upon thirty days' notice in writing mailed to the Depositor
and the Trustee by registered or certified mail, and to the Option Holder by
first-class mail at the expense of the Depositor; provided that no such
resignation or discharge shall become effective until

                                       13
<PAGE>

a successor Option Agent shall have been appointed under this Agreement. The
Depositor may remove the Option Agent upon three Business Days' notice in
writing, mailed to the Option Agent and to the Option Holder by first-class
mail; provided that no such removal shall become effective until a successor
Option Agent shall have been appointed under this Agreement.

         (b)      If the Option Agent shall resign or be removed or shall
otherwise become incapable of acting, the Depositor shall promptly appoint a
successor to the Option Agent. If the Depositor shall fail to make such
appointment of a permanent successor within a period of thirty (30) days after
such removal or within sixty (60) days after notification in writing of such
resignation or incapacity by the resigning or incapacitated Option Agent or by
the Option Holder, then the Option Agent or the Option Holder may apply to any
court of competent jurisdiction for the appointment of such a successor.

         (c)      Any entity that may be merged or consolidated with or that
shall otherwise succeed to substantially all of the trust or agency business of
the Option Agent shall be deemed to be the successor Option Agent without any
further action.

         (d)      The Option Agent shall at all times be a bank that is not an
Affiliate of the Depositor (but may have normal banking relationships with the
Depositor or the Underlying Securities Issuer and their respective Affiliates),
that (i) is organized and doing business under the laws of any State or the
United States; (ii) is authorized under such laws to exercise corporate trust
powers; (iii) has a combined capital and surplus of at least $50,000,000; (iv)
is subject to supervision or examination by federal or state authority; and (v)
has (or has a parent that has) a long-term unsecured debt rating of at least
BBB- by Standard & Poor's Ratings Services, a Division of The McGraw-Hill
Companies, Inc., and at least Baa3 by Moody's Investors Service, Inc., or their
respective successors, if any. If the bank publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section 3.3(d),
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Option Agent shall cease to be eligible in
accordance with the provisions of this Section 3.3(d), the Option Agent shall
resign immediately in the manner and with the effect specified in Section
3.3(a).

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.1. Remedies.

         The remedies of the Option Holder at law in the event of any default or
threatened default by a Certificateholder in the performance of or compliance
with any of the terms of this Agreement are not and will not be adequate and, to
the full extent permitted by law and equity, such terms may be specifically
enforced by a decree for the specific

                                       14
<PAGE>

performance of any agreement contained in this Agreement or by an injunction
against a violation of any of the terms of this Agreement or otherwise.

         Section 4.2. Limitation on Liabilities of the Option Holder.

         Nothing contained in this Agreement or the Call Options shall be
construed as imposing any obligation on the Option Holder to exercise the Call
Options or to purchase any of the Certificates.

         Section 4.3. Notices.

         All notices and other communications under this Agreement shall be in
writing and shall be delivered, or mailed by registered or certified mail,
postage prepaid, return receipt requested, or delivered by a nationally
recognized overnight courier, addressed (a) if to the Option Holder, at the
registered address of the Option Holder as set forth in the register kept by the
Option Agent pursuant to Section 2.4(e), or (b) if to the Option Agent, to U.S.
Bank Trust National Association, 100 Wall Street, Suite 1600, New York, New York
10005, Attention: Corporate Trust, or to such other address of which the Option
Agent shall have given notice to the Option Holder and the Trustee, or (c) if to
the Trust or the Trustee, to the Corporate Trust Office specified in the Trust
Agreement, or (d) if to the Depositor, 445 Broad Hollow Road, Suite 239,
Melville, New York 11747. Any such notice shall be effective on the Business Day
on which it is delivered in person, on the Business Day following the date on
which it is provided to a nationally recognized overnight courier and on the
fifth Business Day following the day on which it is deposited in the mails, in
each case as provided above. Subject to Section 2.2(a), the Option Agent shall
promptly forward to the Option Holder a copy of any notice or other
communication received by it under this Agreement.

         Section 4.4. Amendment.

         (a)      This Agreement may be amended from time to time by the
Depositor and the Option Agent without the consent of the Option Holder, upon
receipt of an opinion of counsel satisfactory to the Option Agent that the
execution of the amendment is authorized or permitted by this Agreement and all
conditions provided for in this Agreement relating to such amendment have been
complied with and that such amendment would not alter the status of the Trust as
a grantor trust under the Internal Revenue Code of 1986, for any of the
following purposes: (i) to cure any ambiguity or to correct or supplement any
provision in this Agreement that may be defective or inconsistent with any other
provision in this Agreement or to provide for any other terms or modify any
other provisions with respect to matters or questions arising under this
Agreement that shall not adversely affect in any material respect the interests
of the Option Holder or any holder of a Certificate or alter the terms on which
the Call Options are exercisable or the amounts payable upon exercise of the
Call Options or (ii) to evidence and provide for the acceptance of appointment
under this Agreement of a successor Option Agent.

                                       15
<PAGE>

         (b)      This Agreement may also be modified or amended from time to
time by the Depositor and the Option Agent with the consent of the Option
Holder, upon receipt of an opinion of counsel satisfactory to the Option Agent
that the execution of the amendment is authorized or permitted by this Agreement
and all conditions provided for in this Agreement relating to such amendment
have been complied with, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or the Call
Options or modifying in any manner the rights of the Option Holder; provided,
however, that no such amendment shall (i) adversely affect in any material
respect the interests of the holders of the Certificates without (x) the consent
of all the holders of the Certificates and (y) written confirmation from each of
the Rating Agencies that such amendment will not result in a downgrading or
withdrawal of its rating of the Certificates, if then rated by the Rating
Agencies; (ii) alter the terms on which the Call Options are exercisable or the
amounts payable upon exercise of the Call Options without the consent of the
holders of all the Certificates and the Call Options; or (iii) reduce or modify
the vote required by clause (i) or (ii) of this proviso without the consent of
the holders of 100% of the Certificates. Notwithstanding any other provision of
this Agreement, this Section 4.4(b) shall not be amended without the consent of
the Option Holder.

         (c)      Promptly after the execution of any amendment or modification
to this Agreement, the Option Agent shall furnish a copy of such amendment or
modification to the Option Holder, to the Trustee and to the Rating Agencies. It
shall not be necessary for the consent of the Option Holder or the Certificates
to approve the particular form of any proposed amendment or modification, but it
shall be sufficient if such consent shall approve the substance of such
amendment or modification. The manner of obtaining and evidencing the
authorization of the execution of such consents shall be subject to such
reasonable regulations as the Option Agent may prescribe.

         Section 4.5. Governing Law.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

         Section 4.6. Judicial Proceedings.

         Any judicial proceeding brought against any party with respect to this
Agreement may be brought in any court of competent jurisdiction in the County of
New York, State of New York or of the United States of America for the Southern
District of New York and, by execution and delivery of this Agreement or
acceptance of a Certificate, as applicable, each party (a) accepts, generally
and unconditionally, the nonexclusive jurisdiction of such courts and any
related appellate court, and agrees that such party shall be bound by any
judgment rendered thereby in connection with this Agreement, subject to any
rights of appeal, and (b) irrevocably waives any objection that such party may
now or hereafter have as to the venue of any such suit, action or proceeding
brought in such a court or that such court is an inconvenient forum.

                                       16
<PAGE>

         Section 4.7. Nonpetition Covenant.

         Each of the Option Agent and the Option Holder agrees that it shall
not, until the date which is one year and one day after the payment in full of
all securities issued by the Trust, the Depositor or other trusts formed,
established or settled by the Depositor, acquiesce, petition or otherwise invoke
or cause the Trust, the Depositor, or any such other trust to invoke the process
of the United States of America or any State or other political subdivision of
the United States or any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government for the
purpose of commencing or sustaining a case by or against the Trust, the
Depositor or any such other trust under a federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Trust, the
Depositor or any such other trust or all or any part of the property or assets
of the Trust, the Depositor or any such other trust or ordering the winding up
or liquidation of the affairs of the Trust, the Depositor or any such other
trust.

         Section 4.8. No Recourse.

         Each of the Option Agent and the Option Holder agrees that it shall not
have any recourse to the Trust for any amounts due under this Agreement. This
Section 4.8 shall not affect any rights or remedies that an Option Holder may
have against the Option Agent or the Certificateholders hereunder.

         Section 4.9. New Issuances.

         The Depositor agrees that it shall not cause the Trust to issue
additional Certificates unless it obtains from the holders of such Certificates
options on substantially the same terms as the Call Options and either (x) it
resells such options to the then-current holder of the Call Options, or (y)
takes such measures as shall be necessary to ensure that the issuance of such
additional Certificates does not impair the right of the then holder of the Call
Options to exercise such Call Options on the terms set forth in this Agreement.

                                       17
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Call Option
Agreement to be executed by their duly authorized officers as of the first date
specified above.

                            CORPORATE ASSET BACKED CORPORATION,
                            as sole initial Option Holder

                            By: /s/ James Hausmann
                                ----------------------------------
                                Name: James Hausmann
                                Title: Vice President

                            UBS SECURITIES LLC

                            By: /s/ James B. Fuqua
                                ----------------------------------
                                Name:  James B. Fuqua
                                Title: Director and Counsel
                                       Region Americas Legal
                                       Fixed Income Section

                            By: /s/ Bryan Murtagh
                                ----------------------------------
                                Name: Bryan Murtagh
                                Title: Executive  Director &
                                       Managing Attorney
                                       Region Americas Legal
                                       Fixed Income Section

                            U.S. BANK TRUST NATIONAL ASSOCIATION,
                            as Option Agent and Attorney-in-Fact for
                            the Certificateholders

                            By: /s/ David J. Kolibachuk
                                ----------------------------------
                                Name: David J. Kolibachuk
                                Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                              [Form of Call Notice]

                                   CALL NOTICE

         To:      U.S. Bank Trust National Association, as Option Agent
                  100 Wall Street, Suite 1600
                  New York, New York 10005
                  Attention: Corporate Trust

         This Call Notice is delivered pursuant to the Call Option Agreement,
dated as of May 20, 2004 (the "Call Option Agreement"), among Corporate Asset
Backed Corporation, a Delaware corporation (the "Depositor"), as the sole
initial Option Holder, UBS Securities LLC, as the initial purchaser from the
Depositor, and initial and sole holder, at the time of execution of the Call
Option Agreement, of the Certificates, and U.S. Bank Trust National Association,
a national banking association, acting as Option Agent for the holders of
Certificates from time to time (the "Option Agent").

         The undersigned registered holder of the Call Options hereby exercises
________ Call Options for the purchase of Certificates upon and subject to the
terms specified in the Call Option Agreement.

         Subject to the satisfaction of the conditions specified in the Call
Option Agreement, the Call Date in respect of the Call Options so exercised
shall be: ___________________ (which date shall be at least 15 days after the
date of delivery of this Call Notice or, if this Call Notice is delivered with
respect to any exercise of Call Options pursuant to Section 2.2(a)(i), at least
2 Business Days after the date of delivery of this Call Notice or, if this Call
Notice is delivered with respect to any exercise of Call Options pursuant to
Section 2.2(a)(ii), no later than 7 Business Days prior to the expiration of the
tender offer acceptance period.).

         The undersigned hereby agrees that (i) if the Call Options are being
exercised other than in connection with a tender offer, and the undersigned has
paid the Call Price to the Option Agent by 10:00 a.m. (New York City time) on
the Call Date, or (ii) in the case of a tender offer, if the Trustee has
received payment of the Call Price from the Underlying Securities Issuer or
other purchaser by 10:00 a.m. (New York City time) on the later of (A) the date
specified for settlement in the Call Notice, or (B) the earlier to occur of the
date immediately following the date on which the tender offer is consummated or
the date on which it expires unconsummated, the undersigned will have purchased
the Certificates deliverable pursuant to the Call Options at the time such
payment is made. The aggregate Call Price in respect of the Call Options shall
be _________________ (insert number calculated in accordance with the definition
of "Call Price" in the Call Option Agreement).

<PAGE>

         The undersigned requests that the liquidation proceeds from the sale of
the Underlying Securities be transferred to the following account in accordance
with the following instructions:________________________________________________
________________________________________________________________________________
______________________ (insert information required for transfer of liquidation
proceeds).

                                       2

<PAGE>

         All capitalized terms used but not defined in this Call Notice shall
have the meanings assigned to such terms in the Call Option Agreement, and this
Call Notice is subject to the terms and conditions of that Agreement.

         Dated:                       [NAME OF OPTION HOLDER]

                                      By:__________________________________
                                         Name:
                                         Title:

                                       3

<PAGE>

                                                                       EXHIBIT B

                         [Form of Transfer Confirmation]

                              TRANSFER CONFIRMATION

         This Transfer Confirmation is delivered pursuant to the Call Option
Agreement, dated as of May 20, 2004 (the "Call Option Agreement"), among
Corporate Asset Backed Corporation, a Delaware corporation (the "Transferor"),
as the sole initial Option Holder, UBS Securities LLC, as the initial purchaser
from the Transferor, and initial and sole holder, at the time of execution of
the Call Option Agreement, of the Certificates, and U.S. Bank Trust National
Association, a national banking association, acting as Option Agent for the
holders of Certificates from time to time (the "Option Agent").

         Capitalized terms used but not defined herein should have the
respective meaning set forth in the Call Option Agreement.

         [Name of Transferor] (the "Transferor") and [Name of Transferee] (the
"Transferee") hereby instruct the Option Agent to register a transfer (the
"Transfer") of 100% of the Call Options owned by the Transferor on the books of
the Option Agent maintained for such purpose.

         As a condition to such Transfer, the Transferee hereby represents and
warrants to the Transferor, the Option Agent and the Trustee referred to in the
Call Option Agreement, for the benefit of the Trust referred to therein, that:

                  (1)      The Transferee acknowledges that the Call Options
         have not been and will not be registered under the Securities Act of
         1933, as amended (the "Securities Act"), or any state securities laws,
         and may not be offered or sold in the United States except in
         accordance with an exemption under the Securities Act.

                  (2)      The Transferee is a "qualified institutional buyer"
         within the meaning of Rule 144A under the Securities Act;

                  (3)      [With respect to any initial Transfer from the
         Depositor only: Such information regarding the Call Options, the Trust
         and the Certificates as the Transferee has required is, or has been
         made, available to it and it has been afforded the opportunity to ask
         questions and receive answers concerning the terms and conditions of
         the Call Options, and to obtain such additional information as the
         Transferor possesses or can acquire without unreasonable effort or
         expense that is necessary to verify the accuracy of such information;]

<PAGE>

                  (4)      The Transferee agrees that the Call Options may be
         offered, resold, pledged or otherwise transferred only (A) to a person
         who the seller reasonably believes is a "qualified institutional buyer"
         within the meaning of Rule 144A under the Securities Act that purchases
         for its own account or for the account of a qualified institutional
         buyer, pursuant to an exemption from registration under the Securities
         Act, and in compliance with applicable state securities laws, and (B)
         in compliance with the securities laws of each other applicable
         jurisdiction;

                  (5)      Neither the Transferee, nor any person acting on its
         behalf, has offered the Call Options for sale, or solicited any offer
         to buy the Call Options by means of any form of general solicitation or
         general advertising, including but not limited to the methods described
         in Rule 502(c) under the Securities Act or in any other manner that
         would render the issuance and sale of the Call Options a violation of
         the Securities Act or require registration pursuant to the Securities
         Act;

                  (6)      The Transferee will notify, and cause each subsequent
         transferee of the Call Options to agree to notify, each subsequent
         holder of the Call Options of the restrictions referred to in paragraph
         (4) above.

         The address to which any notices addressed to the Transferee should be
addressed is as follows:________________________________.

         All capitalized terms used but not defined in this Transfer
Confirmation are used with the meanings specified in the Call Option Agreement,
and this Transfer Confirmation is subject to the terms and conditions of that
Agreement.

         This Transfer Confirmation shall be governed by and construed in
accordance with the laws of the State of New York.

         IN WITNESS WHEREOF, the parties have signed their names as of the date
set forth below.

                                          [NAME OF TRANSFEROR],
                                          as Transferor

                                          By: __________________________________
                                              Name:
                                              Title:

                                       2

<PAGE>

                                          [NAME OF TRANSFEREE],
                                          as Transferee

                                          By: __________________________________
                                              Name:
                                              Title:

                                          U.S. BANK TRUST NATIONAL ASSOCIATION,
                                          as Option Agent

                                          By: __________________________________
                                              Name:
                                              Title:

                                       3
<PAGE>

                                                                       EXHIBIT C

                             Call Option Certificate

                                       for

                                  CALL OPTIONS

                       relating to Certificates issued by
              CABCO SERIES 2004-101 TRUST (GOLDMAN SACHS CAPITAL I)

         THESE CALL OPTIONS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EXEMPTION UNDER SUCH ACT. THE CALL OPTIONS REPRESENTED
HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN
THE CALL OPTION AGREEMENT (AS DEFINED BELOW).

                                  Call Options

                                [-] Call Options

       (Each Call Option relates to $25 principal amount of Certificates)

         No. O-[-]                                                        [Date]

         In connection with CABCO Series 2004-101 Trust (Goldman Sachs Capital
I) (the "Trust"), a trust created under the laws of the State of New York
pursuant to the Trust Agreement, dated as of May 20, 2004 (the "Trust
Agreement"), between Corporate Asset Backed Corporation, a Delaware corporation
(the "Depositor") and U.S. Bank Trust National Association, a national banking
association, as trustee (the "Trustee") and option agent, for value received,
this Call Option Certificate certifies that [-] or registered assigns, is
entitled to purchase, in whole or part, [-] Certificates issued by the Trust on
any Call Date designated by the holder of these options (these "Call Options")
at a purchase price equal to the Call Price, all subject to the terms and
conditions of the Call Option Agreement, dated as of May 20, 2004 (the "Call
Option Agreement"), among the Depositor, as the sole initial Option Holder, UBS
Securities LLC, as the initial purchaser from the Depositor, and sole holder at
the time of execution of the Call Option Agreement, of the Certificates, and
the Option Agent.

         Certain capitalized terms used in this Call Option Certificate are
defined in the Call Option Agreement and capitalized terms used but not defined
herein or therein shall have the respective meanings set forth in the Trust
Agreement.

<PAGE>

         Each of (i) the Option Holder, by its acceptance hereof, and (ii) the
Option Agent agrees, that, without affecting any rights or remedies that the
Option Holder may have against the Option Agent or any Certificateholders under
the Call Option Agreement, it shall not have any recourse to the Trust for any
amount due under these Call Options.

                                      U.S.BANK TRUST NATIONAL
                                          ASSOCIATION,
                                          as Option Agent

                                      By:______________________________________
                                          Authorized Signatory

                                       2
<PAGE>

                               FORM OF ASSIGNMENT

            [To be executed only upon transfer of these Call Options]

         For value received, the undersigned registered holder of these Call
Options hereby sells, assigns and transfers unto _____________ 100% of the Call
Options owned by the undersigned to purchase Certificates, and appoints _____ as
such holder's Attorney to make such transfer on the books of the Option Agent
maintained for such purpose, with full power of substitution in the premises.
The undersigned hereby certifies that it has executed, together with its
transferee and the Option Agent, a Transfer Confirmation in the form attached to
the Call Option Agreement in connection with such transfer.

         Dated:

         (Signature must conform in all respects to name of holder as specified
on the face of these Call Options)

                  (Street Address)
           (City State) (Zip Code)

         Signed in the presence of:

                                       3