Bond Counsel will render the customary opinion as to exemption of
principal of the Bonds from ad valorem taxation and as to exemption of interest
on the Bonds from Federal and Kentucky income taxation, assuming that the Board
of Trustees complies with covenants made by it with respect to compliance with
the provisions of the Tax Rill, if enacted into law in the form passed by the
House of Representatives on December 17, 1985, and if such law reflects a
postponement of effective dates to the extent endorsed in the Joint Statement,
except that with respect to property and casualty insurance companies, such
interest may be included in an alternative calculation of taxable income.

           If, prior to the delivery of the Bonds, any event should occur which
alters such tax-exempt status, the purchaser shall have the privilege of
voiding the purchase contract by giving immediate written notice to the Board,
whereupon the amount of the good faith deposit of the purchaser will be
returned to the purchaser, and all respective obligations of the parties will
be terminated.

ADDITIONAL TERMS OF SALE:

           The Bonds, but not less than all of the Bonds, are offered for sale
on the following additional terms and conditions:

                A. A minimum price shall be required for the entire issue, of
           not less than $              (97-3/4% of par), plus accrued interest
           from the date of the Bonds (August 1, 1986) to the date of delivery.

                B.  Each purchase bid shall be accompanied by a good faith
           check in the amount of $          (1%), which shall be represented by
           a certified or bank cashier's check in that amount, payable to the
           order of the Board of Trustees of the University of Kentucky.       The
           checks  of  the   unsuccessful  bidders  will   be  returned   to  them
           promptly.  The check of the successful bidder shall be immediately
           deposited by the Board of Trustees and credited (without interest)
           against the purchase price at the time of the delivery of the Bonds.

                C.  Bidders must state an interest rate or rates in a multiple
           of 1/8, 1/10 and/or 1/20 of 1%.

                D.  Interest rates may be only on an ascending scale, in that
           the interest rate for Bonds of any maturity may not be less than the
           interest rate stipulated for any preceding maturity.

                E. There is no limit on the number of different rates which
           may be specified in any bid.

                F. All Bonds of the same maturity shall bear the same and a
           single interest rate from the date thereof to maturity, even though
           some of such Bonds may be subject to mandatory redemption prior to
           their maturity date.



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