It is understood that such Bonds are offered for sale
subject to the principal and interest on such Bonds not being
subject to Federal or Kentucky ad valorem or income taxation on
the date of their delivery to the successful bidder. It is also
understood that the Board of Trustees of the University of
Kentucky will furnish a final approving Legal Opinion of Henry M.
Reed III, Bond Counsel, Louisville, Kentucky, subject to whose
approving Legal Opinion said Bonds are sold, and will furnish
printed bond forms and the usual closing proofs, including the
customary no-litigation certificate to the successful bidder.

     The successful bidder shall not be required to take up and
pay for said Bonds unless delivery is made within thirty days
from the date said bid is accepted. Upon delivery the successful
bidder shall take up and pay for said Bonds in FEDERAL FUNDS. It
is anticipated that the Bonds will be tendered for delivery on
June 2, 1986.

     A certified check or bank cashier's check in the amount of
$75,800, payable to the University of Kentucky is enclosed in
accordance with the Official Terms and Conditions of Bond Sale.

                               Respectfully submitted,



                               Authorized Signature



                               Name of Bidder



                               Address

     Accepted this       day of May, 1986, by Resolution of the
Board of Trustees of the University of Kentucky.


                               BOARD OF TRUSTEES,
                               UNIVERSITY OF KENTUCKY


                               By:
                                          Chairman

ATTEST:



2



secretary, Board of Trustees