FEDERAL AGRICULTURAL MORTGAGE CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_16.txt
<TEXT>





                                                               Exhibit 10.16

                    LONG TERM STANDBY COMMITMENT TO PURCHASE


     This Long Term Standby  Commitment to Purchase No. TM1032  (Full-time Farm)
("Commitment")  is made as of the first day of June,  2003  between  the Federal
Agricultural  Mortgage Corporation  ("Farmer Mac"), a corporation  organized and
existing  under the laws of the United States of America and Farm Credit Bank of
Texas,  an institution  of the Farm Credit System,  organized and existing under
the laws of the United States of America ("Seller").

     WHEREAS,  the  Seller  and  Farmer  Mac  each  desire  to enter  into  this
Commitment,  which permits the Seller,  at its option,  to sell Qualified  Loans
within a defined  portfolio of  Qualified  Loans to Farmer Mac from time to time
during the life of the defined  portfolio and  obligates  Farmer Mac to purchase
such  Qualified  Loans,  all under the  terms and  conditions  set forth in this
Commitment;

     WHEREAS, the Seller and Farmer Mac have identified a portfolio of Qualified
Loans that Farmer Mac will commit to purchase under this Commitment; and

     WHEREAS,  the Seller and Farmer Mac seek to create a procedure by which the
Seller may add additional Qualified Loans to such portfolio from time to time.

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
set forth in this  Commitment,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  Farmer Mac and the
Seller agree as follows:




<PAGE>


                                    ARTICLE I

                                  DEFINED TERMS

     Whenever used in this Commitment,  the following words and phrases have the
following meanings:

     AMBS: Agricultural mortgage-backed securities issued by Farmer Mac.

     Business Day: Any day other than a Saturday, Sunday or other day Farmer Mac
or the Seller is closed for business.

     Charter  Act:  The Farmer Mac  Charter Act in Title VIII of the Farm Credit
Act of 1971 (12 U.S.C.  ss.ss.2279aa  et.  seq.),  as amended and in effect from
time to time.

     Commitment  Term:  From the Effective Date of this  Commitment  through and
including  the  date on  which  all  Qualified  Loans  have  been  purchased  or
securitized  or deemed paid in full (through  scheduled  payments,  prepayments,
liquidation or otherwise).

     Delivery  Date:  The date on which the Seller sells a Qualified Loan in the
Portfolio to Farmer Mac, which, in the case of Tier I Qualified Loans,  shall be
the date that Farmer Mac  disburses  the purchase  proceeds in  accordance  with
Section 5.01, and, in the case of Tier II and Tier III Qualified Loans, shall be
the date of delivery of a Qualified Loan to Farmer Mac pursuant to Sections 5.02
and 5.03, respectively.

     Effective Date: The date this  Commitment is executed,  except with respect
to Qualified  Loans listed on a Qualified Loan Schedule  delivered to Farmer Mac
by the Seller  pursuant to Section  4.02(b),  in which case the  Effective  Date
shall be the first day of the month  following  receipt of such  Qualified  Loan
Schedule by Farmer Mac.

     Event of Default: An event described in Article VIII.

     Governmental  Body:  Any Federal,  state,  municipal or other  governmental
department,   commission,   board,  bureau,  agency  or  instrumentality  having
jurisdiction over the parties.

     Person:  An individual,  a corporation,  a partnership,  an association,  a
trust or any other entity or  organization,  including a government or political
subdivision or an agency or instrumentality thereof.

     Portfolio:  The group of Qualified Loans,  identified on the Qualified Loan
Schedule,  delivered  to  Farmer  Mac in  connection  with this  Commitment  and
incorporated  herein by reference,  which are subject to this Commitment and are
eligible  to be sold to Farmer Mac under the terms and  conditions  set forth in
this Commitment.

     Qualified  Loan:  Any mortgage  loan  (including a Qualified  Participation
Interest)  secured by agricultural real estate as defined in the Charter Act and
the Seller/Servicer  Guide that meets the requirements of this Commitment on its
effective date and which is identified in the Portfolio or which is added to the
Portfolio as provided for herein.

     Qualified  Loan  Schedule:  A  listing  of  Qualified  Loans in the form of
Exhibit D attached hereto.

     Qualified Participation Interest: An undivided interest in a mortgage loan,
including the related  mortgage or deed of trust. The related mortgage loan must
be a  Qualified  Loan.  The  ratio of the  principal  balance  of the  Qualified
Participation  Interest to the principal  balance of the underlying loan will be
determined at the time the Qualified  Participation  Interest is placed into the
Portfolio.  Prior to the  time  the  initial  Qualified  Participation  Interest
becomes a Tier I, Tier II or Tier III Qualified  Loan, the Seller and Farmer Mac
will agree on the  documentation to evidence the terms of the transfer to Farmer
Mac of such Qualified Participation Interest.

     Seller/Servicer  Agreement: The Farmer Mac Seller/Servicer  Agreement dated
the same date hereof, between the Seller and Farmer Mac, as amended from time to
time.

     Seller/Servicer Guide: The publication entitled "Farmer Mac Seller/Servicer
Guide 2002,"  release  dated  December  2002, as modified by any guide update or
bulletin or as replaced by any other publication of Farmer Mac.

     Servicing  Contract:  The Master Central Servicing Agreement dated the same
date hereof between Farmer Mac, as  Owner/Master  Servicer,  and the Seller,  as
Central Servicer.

     Standby  Purchase  Commitment  Fee: The periodic amount due Farmer Mac from
the Seller for this  Commitment.  [material  omitted  pursuant  to a request for
confidential treatment and filed separately with the SEC].

     Solely for purposes of this definition of Standby Purchase  Commitment Fee,
the term "unpaid principal balance of such Qualified Loan" shall mean the unpaid
principal  balance of such  Qualified Loan less any  outstanding  borrower stock
that may be  retired  and  applied to the  Qualified  Loan,  to the extent  such
outstanding  borrower  stock is in excess of the  minimum  amount of such  stock
required by federal  law or  regulation,  calculated  as of the first day of the
month prior to the month in which the Standby  Purchase  Commitment Fee is to be
paid."

     Termination Event: With respect to either the Seller or Farmer Mac, (i) any
change in law or  regulation  (or any  ruling or  interpretation  related to any
existing law or regulation)  that, in the reasonable  judgment of such party and
as supported by a written opinion of such party's retained counsel,  renders the
transaction  contemplated hereby void,  unenforceable or illegal (in whole or in
part) as to such party or (ii) any change in the law,  regulations  or Financial
Accounting  Standards  adopted by the Financial  Accounting  Standards Board (or
other similar  accounting rules) that, in the reasonable  judgment of such party
and  as  supported  by a  written  opinion  of  an  independent  counsel  and/or
accounting  firm  acceptable  to  both  parties,   renders  the  transaction  as
contemplated hereby unsound as to such party, it being understood by the parties
that the treatment of the transaction contemplated hereby as risk management and
the  weighting  of the  Qualified  Loans,  other  than  Qualified  Participation
Interests, in the 20% category for risk-based capital purposes by the Seller and
as off-balance  sheet assets by Farmer Mac for capital  requirements  represents
the accounting treatment contemplated by the parties.

     Tier I Qualified Loan: Any Qualified Loan that is delinquent in payment for
four or more consecutive months or otherwise in material  non-monetary  default,
except as otherwise  provided in Article V herein, and with respect to which any
applicable borrower rights have been exercised or waived by the borrower, except
those  related to the  borrower's  first  rights of  refusal  to  purchase/lease
acquired  property  under the Farm  Credit  Act of 1971,  as  amended.  A Tier I
Qualified  Loan  that  was a  Qualified  Loan on the  date it was  added  to the
Portfolio  will be a Qualified Loan for purposes of this  Commitment  unless the
terms of such loan are changed by the Seller  without the consent of Farmer Mac.
The Seller's acquiescence or consent to the entry of a bankruptcy or other court
ordered or approved restructuring or a restructuring in accordance with the Farm
Credit Act shall not  constitute  such a change  requiring the consent of Farmer
Mac.

     Tier I  Qualified  Participation  Interest:  A  first  right  participation
interest in an otherwise Qualified Loan that has a loan-to-value ratio in excess
of Farmer Mac's credit  underwriting  standards if the first right participation
interest is acceptable to Farmer Mac, in its sole discretion. A Tier I Qualified
Participation  Interest,  if transferred to Farmer Mac, will have first priority
in payment and  liquidation  to the interest not  transferred to Farmer Mac. The
documentation  evidencing  the  transfer  of a  Tier I  Qualified  Participation
Interest  will be agreed upon  between the Seller and Farmer Mac at the time the
initial Tier I Qualified  Participation  Interest is  transferred to Farmer Mac.
The  ratio  of the  principal  balance  of the  Tier I  Qualified  Participation
Interest  to  the  Participation  Interest  that  is  not  a  Tier  I  Qualified
Participation  Interest  will be  determined  at the time  the Tier I  Qualified
Participation Interest is placed into the Portfolio.

     Tier II Qualified  Loan: Any Qualified  Loan that complies,  on the date of
its sale to Farmer  Mac,  with the  standards  set forth in the  Seller/Servicer
Guide, as amended from time to time.

     Tier III Qualified  Loan:  Any Qualified Loan that is less than four months
delinquent but does not comply,  on the date of its sale to Farmer Mac, with the
standards set forth in the Seller/Servicer Guide, as amended from time to time.

                                   ARTICLE II

                         GENERAL COVENANTS OF THE SELLER

     Section 2.01.  Performance of Obligations.  The Seller hereby  covenants to
keep and perform  faithfully  all of the  covenants and  undertakings  contained
herein.

     Section 2.02.  Good Standing.  The Seller hereby  covenants to maintain its
current condition of good standing under all applicable laws and regulations and
to commit no act that would  alter the status of the  Seller as  represented  in
Section 6.03 hereof.

     Section 2.03. Further Assurances.  The Seller shall,  subject to applicable
confidentiality  requirements,  execute and deliver or cause to be executed  and
delivered to Farmer Mac now, and at any  reasonable  time or times  hereafter at
the request of Farmer Mac, all  documents,  instruments,  letters of  direction,
notices,  reports,  acceptances,  receipts,  consents,  waivers,  affidavits and
certificates  as Farmer Mac may  reasonably  request,  in form  satisfactory  to
Farmer Mac in order to  consummate  fully all of the  transactions  contemplated
hereunder.

     Section 2.04.  Sale,  Transfer or Pledge of Portfolio or Servicing  Rights.
(a) During the Commitment Term, except to the extent provided in the Farm Credit
Act of 1971, as amended,  and subject to Section 10.14 hereof,  the Seller shall
not pledge or  hypothecate  all or any  portion of the  Portfolio  or any of the
rights  associated with the Portfolio and the Qualified Loans (including  rights
to service the Qualified  Loans or rights to servicing  fee income).  The Seller
may sell or transfer the Portfolio or the servicing  rights  associated with the
Qualified Loans only under the terms set forth below.

               (i) Farmer Mac will approve the sale or transfer of the Portfolio
          only  if all of the  Qualified  Loans  in the  Portfolio  are  sold or
          transferred to a purchaser or transferee that is reasonably acceptable
          to  Farmer  Mac  and  that  agrees  to  assume  all  of  the  Seller's
          obligations  hereunder  pursuant  to a  written  agreement  among  the
          Seller,  Farmer Mac and such successor  party. If the Seller transfers
          or sells the  Portfolio but retains the right to service the Qualified
          Loans,  the written  agreement  among the  Seller,  Farmer Mac and the
          successor  party  shall also  provide  that the payment of the Standby
          Purchase  Commitment  Fee shall remain a corporate  obligation  of the
          Seller.

               (ii)  Farmer Mac will  approve the sale of the  servicing  rights
          associated with the Qualified Loans only if such servicing is sold (a)
          with respect to all Qualified Loans and (b) to one successor  servicer
          reasonably acceptable to Farmer Mac that agrees, pursuant to a written
          agreement among the Seller, Farmer Mac and such successor servicer, to
          the obligations of the Seller set forth herein.

               (iii)  Any  sale  or  transfer  of the  Portfolio  or the  rights
          associated  with the  Portfolio  will be subject to a transfer  fee of
          [material omitted pursuant to a request for confidential treatment and
          filed separately with the SEC].

               (iv) Upon such  transfer,  the Seller shall have no further right
          to include additional Qualified Loans in the Portfolio.

     (b) In the event of a merger,  consolidation,  formation of service entity,
or other  corporate  reorganization  involving  the Seller  and any Farm  Credit
Institution or other entity with which the Seller shall remain or become part of
or affiliated with, then no servicing transfer fee shall be required and, to the
extent  such  affiliated  entity by written  agreement  assumes  all of Seller's
responsibilities  under this  Commitment,  neither will Farmer Mac's approval of
such transfer be required.

     (c) In addition to the provisions in the Servicing Contract  concerning the
assignment of the Seller's servicing rights and obligations,  the Seller, except
to the extent provided in this  Commitment,  shall not pledge or hypothecate all
or any portion of the remainder of its Farmer Mac mortgage  servicing  portfolio
without providing  evidence  acceptable to Farmer Mac of the  acknowledgement of
any third party who will have rights therein of Farmer Mac's  entitlement to all
or a portion  of the value of such  servicing  portfolio  in an Event of Default
hereunder.

     Section 2.05.  Indemnification.  The Seller shall indemnify and hold Farmer
Mac harmless from and against any and all losses, claims,  damages,  liabilities
and expenses  (collectively,  "Losses")  to which Farmer Mac may become  subject
insofar  as  such  Losses  arise  out of or are  based  upon  (i)  the  Seller's
performance  of its  servicing  obligations  set forth in this  Commitment  with
respect to the Qualified  Loans in the Portfolio  prior to sale of the Qualified
Loans to Farmer Mac or (ii) a final  adjudication  of,  including any settlement
of, any  outstanding  litigation  described in Exhibit C attached  hereto.  This
covenant to indemnify and hold harmless  shall survive the sale of the Qualified
Loans to Farmer Mac.

     Section  2.06.  Original  Principal  Balance.   Notwithstanding  any  other
provision of this Commitment, the Seller shall not deliver a Tier II or Tier III
Qualified Loan to Farmer Mac for sale if the original  principal balance of such
Qualified Loan does not meet Farmer Mac's maximum dollar  purchase  limitations,
in effect as of the Delivery Date, for the purchase of similar  Qualified Loans,
determined in accordance with the Charter Act.

     Section 2.07.  Seller/Servicer Status. The Seller shall maintain its status
as  a  Farmer  Mac  approved  seller  and  servicer  under  the  Seller/Servicer
Agreement.



<PAGE>



                                   ARTICLE III

                             COVENANTS OF FARMER MAC

     Section 3.01.  Commitment to Purchase  Qualified  Loans.  Farmer Mac hereby
covenants to purchase the Qualified  Loans in the  Portfolio in accordance  with
the provisions of this Commitment.

     Section 3.02.  Performance of Obligations.  Farmer Mac hereby  covenants to
keep and perform  faithfully  all of the  covenants and  undertakings  contained
herein.

     Section 3.03.  Good Standing.  Farmer Mac hereby  covenants to maintain its
current condition of good standing under all applicable laws and regulations and
to commit no act that would  alter the status of Farmer  Mac as  represented  in
Section 7.02 hereof.

                                   ARTICLE IV

                     PRE-DELIVERY OBLIGATIONS OF THE SELLER

     Section 4.01.  Payment of Standby Purchase  Commitment Fee. With respect to
each  Qualified  Loan, by the seventh  calendar day of each month,  beginning in
July, 2003 (or the preceding  Business Day if the seventh  calendar day is not a
Business  Day)  through and  including  the month in which the  Commitment  Term
expires,  the Seller shall pay to Farmer Mac in immediately  available funds, by
12:00 noon,  Eastern time, on such seventh day, an amount  sufficient to pay the
Standby Purchase Commitment Fee. If such funds are not received by Farmer Mac by
12:00 noon,  Eastern time, on such seventh day, the Seller shall pay interest to
Farmer Mac on such overdue amount at a rate equal to the federal funds rate.

     Section 4.02.  Delivery of Qualified Loan  Information.  (a) Not later than
the tenth day of the month  following the date of execution of this  Commitment,
the Seller shall deliver to Farmer Mac a completed  Qualified  Loan Schedule for
the Qualified  Loans in the  Portfolio.  Such  Qualified  Loan Schedule shall be
delivered in magnetic media or electronic format acceptable to Farmer Mac.

     (b) At any time prior to  December  31,  2006,  the  Seller may  deliver to
Farmer Mac a completed  Qualified  Loan  Schedule for any  additional  Qualified
Loans that the Seller  wishes to add to the  Portfolio.  The Seller shall follow
the same identification,  delivery and fee requirements for Qualified Loans that
are added to the Portfolio that are specified in Section 4.02 of this Commitment
for  completion of the initial  Qualified Loan  Schedule.  Such Qualified  Loans
shall  become  part of the  Portfolio,  effective  on the first day of the month
following the month of receipt by Farmer Mac of such  additional  Qualified Loan
Schedule.  Any Standby  Purchase  Commitment Fee with respect to such additional
Qualified  Loan shall be due and payable  beginning in the month  following  the
month in which the Effective Date with respect to such additional Qualified Loan
occurs.  The Seller may not remove a Qualified  Loan from the Portfolio  without
the prior written  consent of Farmer Mac which consent shall not be unreasonably
withheld;  except, that, if the Seller refinances,  restructures or modifies any
Qualified  Loan without the written  consent of Farmer Mac (which  consent shall
not be  unreasonably  withheld and shall not be required in loan  restructurings
provided  for under the  borrower  rights  provisions  of the Farm Credit  Act),
Farmer Mac shall not be  obligated  to purchase  such  restructured  or modified
Qualified  Loan.  If a Qualified  Loan is removed from the  Portfolio  through a
refinancing  by the Seller  (either with or without the  inclusion of additional
loan funds), the Seller agrees to add such refinanced Qualified Loan back to the
Portfolio,  or include such  refinanced  Qualified  Loan in a portfolio  under a
subsequent  Long Term Standby  Commitment  to  Purchase,  within 3 months of the
closing of the  refinanced  Qualified  Loan,  if such  addition or  inclusion is
permissible under the operative documents.

     Section  4.03.  Administration  and Servicing of Qualified  Loans.  (a) The
Seller will service the  Qualified  Loans in the  Portfolio  using  commercially
reasonable  practices no less  stringent than those  applicable to  agricultural
mortgage  loans  serviced  under the  direction  of the  Seller  other  than the
Qualified  Loans.  The Seller may conduct such servicing  through  facilities of
agents or independent  contractors but shall not thereby be released from any of
its duties or responsibilities hereunder.

     (b)  The  Seller  must  maintain  or  provide  for  the  maintenance  of an
individual mortgage file for each Qualified Loan in the Portfolio. Each mortgage
file must include any papers or records that are required by the Seller/Servicer
Agreement  (except  assignments  of mortgages  to Farmer  Mac).  The Seller will
provide for the  physical  segregation  of the  mortgage  notes  relating to the
Qualified  Loans in the  Portfolio  and  hold  such  mortgage  notes in a secure
environment in accordance  with generally  accepted  industry  standards for the
custody of mortgage loan documentation.  The Seller will maintain or provide for
the maintenance of each mortgage note in a fire resistant vault, drawer or other
suitable  depository.   The  Seller  is  responsible  for  maintaining  accurate
accounting  and borrower  payment  records,  as required in the  Seller/Servicer
Agreement.

     (c) Upon reasonable notice and at any reasonable time during the Commitment
Term and subject to applicable confidentiality requirements,  Farmer Mac has the
right to examine any and all books and  records  that  pertain to the  Qualified
Loans,  any and all accounting  reports  associated with the Qualified Loans and
borrower  remittances,  and any other reports and documentation  that Farmer Mac
considers  necessary to assure that (i) the  Qualified  Loans meet the terms and
conditions set forth herein and (ii) the Seller is servicing the Qualified Loans
in compliance with the  Seller/Servicer  Agreement and this  Commitment.  Seller
agrees to forward such books,  records or reports (or copies  thereof) to Farmer
Mac upon request by Farmer Mac.

     (d) The Seller shall service delinquent  Qualified Loans using commercially
reasonable  practices no less  stringent  than those it uses in servicing  other
delinquent  agricultural real estate mortgage loans, including timely initiation
of loss  mitigation  efforts.  However,  the  Seller  must  sell the  delinquent
Qualified Loan to Farmer Mac prior to completion of the foreclosure  process (or
other comparable conversion) in accordance with Section 5.01 hereof. If title to
the underlying  mortgaged property has transferred to the Seller and no right of
rescission  by the  borrower  exists,  the related  Qualified  Loan is no longer
eligible  for sale to  Farmer  Mac and  should  be  reported  as a  "payoff"  in
accordance with the requirements of Section 4.04.

     Section 4.04 Reporting  Requirements.  Not later than the last Business Day
of the month in which a  Qualified  Loan is added to the  Portfolio,  the Seller
shall provide a loan setup file in a machine-readable  format in accordance with
the tape  specifications set forth in Exhibit E attached hereto.  Thereafter and
until the  Qualified  Loan is sold to Farmer Mac or  otherwise  removed from the
Portfolio,  the Seller shall provide not later than the seventh  calendar day of
each month a monthly loan activity report (based on actual payment  activity) in
a machine-readable  format in accordance with the tape  specifications set forth
in Exhibit F attached hereto.


                                    ARTICLE V

                   DELIVERY OF AND PAYMENT FOR QUALIFIED LOANS


     Section 5.01. Tier I Qualified  Loans.  (a) Subject to the requirements set
forth in this  Commitment,  the  Seller  may  elect to sell to  Farmer  Mac,  in
exchange for cash,  any Tier I Qualified  Loan.  Notwithstanding  the foregoing,
prior to transfer of ownership of a mortgaged  property from the borrower to the
Seller as a result of loss mitigation efforts, a foreclosure proceeding or other
comparable  conversion,  the Seller  shall sell to Farmer Mac the related Tier I
Qualified  Loan  regardless of the amount of time such  Qualified  Loan has been
delinquent.

          (b) The purchase  price for any Tier I Qualified  Loan shall equal the
     unpaid  principal  balance  of the  Qualified  Loan  less  any  outstanding
     borrower  stock that may be retired and applied to the  Qualified  Loan, as
     reported to Farmer Mac in  accordance  with Section  4.04,  in the month in
     which the Seller elects to sell such Qualified Loan. The purchase price for
     a Tier I Qualified Loan shall not include accrued or delinquent interest or
     foreclosure or related costs or expenses. The purchase proceeds, as well as
     any reimbursement of a portion of the Standby Purchase Fee, as described in
     Section 5.04, will be disbursed by wire transfer to the Seller on the first
     Business Day of the month following Farmer Mac's confirmation of receipt of
     a completed Purchase Request and as described in subsection (d) below.


          (c) Liquidation proceeds or other payments with respect to such Tier I
     Qualified Loan shall be applied as follows:

               (i)  To the Seller,  unpaid interest accruing at the note rate on
                    the  Qualified  Loan  while held by the  Seller,  but not to
                    exceed  interest  accruing  through 6 months  following  the
                    first delinquency.

               (ii) To  the  party   making   protective   advances  and  paying
                    liquidation  expenses and REO  expenses,  reimbursement  for
                    such advances and expenses.

               (iii)To Farmer  Mac,  unpaid  interest  accruing at the note rate
                    less the applicable servicing fee rate on the Qualified Loan
                    from the date  purchased  by  Farmer  Mac  until the date of
                    liquidation.

               (iv) To  Farmer  Mac,  the  outstanding  principal  amount of the
                    Qualified Loan.

               (v)  To the Seller,  unpaid interest accruing at the note rate on
                    the Tier I Qualified  Loan from the date  through  which the
                    Seller  was paid for the  interest  by Farmer  Mac until the
                    date Farmer Mac purchased the Tier I Qualified Loan.

               (vi) To the servicer,  unpaid  servicing  fees accrued during the
                    period Farmer Mac owned the Tier I Qualified Loan.

               (vii)To the Seller,  default  interest  accruing while the Seller
                    held the Tier I Qualified Loan.

               (viii) To the Seller, prepayment penalties required to be paid by
                    the Seller with respect to such Qualified  Loan, but only to
                    the extent such prepayment penalties exceed default interest
                    paid to the Seller under clause (vii) above.

               (ix) To Farmer Mac, the remainder, if any.



          (d) No later than the seventh  Business  Day of any month in which the
     Seller elects to sell Tier I Qualified Loans to Farmer Mac, the Seller will
     do the following:

               (i) deliver a Purchase Request and  Certification  electronically
          and in hard copy,  in the form of Exhibit B attached  hereto,  listing
          the  Farmer  Mac loan  number  and  unpaid  principal  balance  of the
          Qualified  Loans  that have  become  Tier I  Qualified  Loans that the
          Seller  wishes  to sell  to  Farmer  Mac  either  as  whole  loans  or
          participation  interests. The Purchase Request and Certification shall
          be  delivered  to  Farmer  Mac  via  facsimile   transmission  (number
          202-872-7713).

               (ii)   prepare  and  deliver   all  of  the   mortgage   delivery
          documentation  required pursuant to Chapter 302 of the Seller/Servicer
          Guide to Farmer Mac in accordance with the Seller/Servicer Guide. Only
          Farmer Mac's loan records as  reflective  of the reports  submitted by
          the Seller under Section 4.04 hereof shall determine the proceeds that
          the Seller is entitled to receive for Farmer Mac's  purchase of Tier I
          Qualified Loans.

               (iii) pay directly to the custodian  designated by Farmer Mac any
          custodial  fees to be  incurred  in  connection  with the  filing  and
          maintenance of the mortgage documents by such custodian.

     (e) As of its Delivery Date, a Tier I Qualified Loan sold to Farmer Mac (or
as to which a participation is sold to Farmer Mac) shall no longer be subject to
the terms of this  Commitment  and shall be serviced by the Seller in accordance
with the Servicing Contract.

     (f) The Seller and Farmer Mac agree that,  if a Tier I Qualified  Loan sold
to Farmer Mac subsequently  becomes current in payments under its original terms
without  being  restructured,  the Seller  will  repurchase  from Farmer Mac and
Farmer Mac will sell to the Seller such  Qualified Loan for a price equal to the
unpaid principal  balance plus any accrued interest on such Qualified Loan. Such
Qualified  Loan  will  thereafter  be listed on the  applicable  Qualified  Loan
Schedule and be a part of the Portfolio subject to this Commitment.

     Section 5.02. Tier II Qualified  Loans. (a) Subject to the requirements set
forth in this Commitment,  the Seller may elect to sell to Farmer Mac, from time
to time, at any time during the  Commitment  Term, in exchange for cash or AMBS,
some or all Tier II  Qualified  Loans,  subject  to  Farmer  Mac's  then-current
requirements  for its Cash Window  Program for cash  purchases  or its AMBS Swap
Program,  and any other terms mutually agreed between the parties at the time of
sale.

          (i) Tier II  Qualified  Loans sold to Farmer Mac for cash  pursuant to
     the terms of this  section  shall be sold at the price agreed by Farmer Mac
     and the Seller at the time of sale  (less any  outstanding  borrower  stock
     that may be retired and  applied to the  Qualified  Loan),  based on Farmer
     Mac's then-required net yield for cash window purchases of the same product
     type as such Qualified Loans, and without  adjusting for any changes in the
     credit relating to such Qualified Loans.

          (ii) Where Tier II Qualified  Loans are exchanged  with Farmer Mac for
     AMBS,  the  AMBS  shall  have an  initial  principal  amount  equal  to the
     then-current  principal  balance of the swapped Tier II Qualified Loans and
     shall bear  interest  initially at a rate equal to the weighted  average of
     the then-current  interest rates of such Qualified  Loans,  less the sum of
     the applicable  Guarantee  Fee, the Trustee Fee, and the related  servicing
     fee under the  Servicing  Contract.  The guarantee fee to be charged to the
     Seller for any Tier II  Qualified  Loan sold to Farmer Mac in exchange  for
     AMBS shall be equal to what had been the Standby  Purchase  Commitment  Fee
     with respect to such  Qualified  Loan,  except that the  [material  omitted
     pursuant to a request for confidential  treatment and filed separately with
     the SEC] fee provided for in the last sentence of the definition of Standby
     Purchase Commitment Fee shall not be included in such guarantee fee. If the
     Seller  requests the AMBS be registered  with the  Securities  and Exchange
     Commission (the "SEC"), the Seller shall pay any costs associated with such
     registration, including any legal, accounting and SEC fees.


     (b) Prior to the removal of a Tier II  Qualified  Loan from the  Portfolio,
the Seller will contact Farmer Mac to enter into a mandatory  commitment to sell
such Tier II Qualified Loan to Farmer Mac under the standard  mortgage  delivery
and sale  requirements set forth in the  Seller/Servicer  Guide. In the month in
which the  Seller  elects to sell Tier II  Qualified  Loans to Farmer  Mac,  the
Seller will report, in accordance with the loan level reporting requirements set
forth in Section 4.04, the removal of the Qualified Loan from this Commitment by
reporting a zero unpaid principal balance.

     (c) The Seller shall sell Tier II Qualified  Loans pursuant to subparagraph
(a) in the case of a cash purchase,  in the month in which the Qualified Loan is
removed from this Commitment  and, in the case of an AMBS purchase,  in the next
month  after  the  month  in which  the  Qualified  Loan is  removed  from  this
Commitment.

     (d) No later than the last  Business Day of the month of the sale to Farmer
Mac of Tier II Qualified  Loans in exchange for AMBS,  the Seller shall supply a
Loan Setup File (as defined in the Servicing  Contract) including each such Tier
II Qualified Loan.

     (e) As of its Delivery  Date,  a Tier II Qualified  Loan sold to Farmer Mac
(or as to which a  participation  is sold to  Farmer  Mac)  shall no  longer  be
subject to the terms of this  Commitment  and shall be serviced by the Seller in
accordance with the standard servicing provisions of the Servicing Contract.

     Section 5.03. Tier III Qualified Loans. (a) Subject to the requirements set
forth in this  Commitment  and those  negotiated at the time of sale, the Seller
may make a one-time  election to sell to Farmer  Mac,  in  exchange  for cash or
AMBS, all of the Tier III Qualified Loans;  provided,  however,  the Seller must
concurrently  sell all  Tier I and Tier II  Qualified  Loans  to  Farmer  Mac in
accordance with the terms set forth herein for such sales.

     (b) The Seller must contact Farmer Mac if at any time during the Commitment
Term it wishes to enter into a one-time  mandatory  delivery  commitment to sell
all of the Tier III Qualified Loans to Farmer Mac.

          (i) Tier III  Qualified  Loans sold to Farmer Mac for cash pursuant to
     the terms of this  section  shall be sold at the price agreed by Farmer Mac
     and the Seller at the time of sale  (less any  outstanding  borrower  stock
     that may be retired and applied to the Qualified Loan), based on pricing of
     AMBS collateralized by such Tier III Qualified Loans, and without adjusting
     for any changes in the credit relating to such Qualified Loans.

          (ii) Where Tier III Qualified  Loans are exchanged with Farmer Mac for
     AMBS,  the  AMBS  shall  have an  initial  principal  amount  equal  to the
     then-current  principal balance of the swapped Tier III Qualified Loans and
     shall bear  interest  initially at a rate equal to the weighted  average of
     the then-current  interest rates of such Qualified  Loans,  less the sum of
     the applicable  Guarantee  Fee, the Trustee Fee, and the related  servicing
     fee under the  Servicing  Contract.  The guarantee fee to be charged to the
     Seller for any Tier III  Qualified  Loan sold to Farmer Mac in exchange for
     AMBS shall be equal to what had been the Standby  Purchase  Commitment  Fee
     with  respect to such  Qualified  Loan,  except  that the 5 basis point fee
     provided for in the last  sentence of the  definition  of Standby  Purchase
     Commitment  Fee shall not be included in such  guarantee fee. If the Seller
     requests the AMBS be registered with the Securities and Exchange Commission
     (the  "SEC"),   the  Seller  shall  pay  any  costs  associated  with  such
     registration, including any legal, accounting and SEC fees.

     (c) In the event the Seller elects to sell all Tier III Qualified  Loans to
Farmer Mac,  Farmer Mac will provide  instructions  to the Seller  regarding the
required  reporting  relating to such Qualified Loans prior to their delivery to
Farmer Mac.

     (d) As of its Delivery  Date, a Tier III Qualified  Loan sold to Farmer Mac
(or as to which a  participation  is sold to  Farmer  Mac)  shall no  longer  be
subject to the terms of this  Commitment  and shall be serviced by the Seller in
accordance with the standard servicing provisions of the Servicing Contract.

     Section 5.04.  Participation  Interests. (a) Upon election by the Seller to
deliver a Tier II or Tier III  Qualified  Loan to Farmer  Mac  pursuant  of this
Commitment,  Farmer Mac shall be entitled to perform  such due  diligence  as to
allow it to determine the value of the related mortgaged property at the time of
purchase  by Farmer Mac.  In the event that (i) Farmer Mac  determines  that the
outstanding  principal  balance  of such  Qualified  Loan  exceeds  the  maximum
loan-to-value  ratio for eligibility  for the appropriate  Farmer Mac program at
the time of purchase by Farmer Mac and (ii) if  applicable,  such Qualified Loan
is not insured or guaranteed by a qualified  mortgage insurer approved by Farmer
Mac,  Farmer Mac shall so notify the Seller and shall  purchase  only a pro rata
participation  interest  in such  Qualified  Loan.  Such pro rata  participation
interest shall be calculated to result in the  loan-to-value  ratio (based on an
appraisal  performed in accordance with the Appraisal Standards set forth in the
Seller/Servicer Guide) of Farmer Mac's participation interest being equal to the
maximum  loan-to-value ratio for eligibility for the appropriate Farmer Mac loan
product.  Upon receipt of such notice,  the Seller may  represent and warrant in
writing that,  notwithstanding  Farmer Mac's  calculation  of the  loan-to-value
ratio of such Qualified Loan, the actual  loan-to-value  ratio of such Qualified
Loan on the  date of sale of such  Qualified  Loan is less  than or equal to the
maximum  loan-to-value  ratio for  eligibility  for the  appropriate  Farmer Mac
product.  In such event, Farmer Mac will accept delivery of the entire Qualified
Loan,  subject to the Seller's liability for any loss resulting from a breach of
the representation and warranty with respect to loan-to value.

          (b)(i)  In the  event  that  Farmer  Mac  accepts  delivery  of only a
     participation  interest in a Qualified  Loan as described in paragraph  (a)
     above,  Farmer Mac shall  reimburse the Seller for a portion of the Standby
     Purchase  Commitment  Fee collected  with respect to such  Qualified  Loan,
     which portion shall be calculated as described in subparagraph (ii) below.

          (ii) The amount of reimbursement due to the Seller in subparagraph (i)
     with respect to a Qualified Loan where Farmer Mac purchases a participation
     interest  shall  be the sum of (A) the  unpaid  principal  balance  of such
     Qualified  Loan at the time that such  Qualified  Loan was made  subject to
     this Commitment, as such amount was set forth in the related Qualified Loan
     Schedule  delivered by the Seller to Farmer Mac pursuant to Section 4.02(a)
     and (B) the unpaid  principal  balance of such  Qualified  Loan at the time
     that the  Seller  elects to  deliver  such  Qualified  Loan to  Farmer  Mac
     pursuant to paragraph (a) above, which sum is divided by two and multiplied
     by (C) the number of months for which the  Seller  paid a Standby  Purchase
     Commitment  Fee  with  respect  to such  Qualified  Loan,  (D) the  Standby
     Purchase  Commitment  Fee  (divided  by 12) and (E) the  amount  by which 1
     exceeds the percentage participation interest purchased by Farmer Mac.


                                   ARTICLE VI

                  Representations AND WARRANTIES OF THE SELLER

     The Seller represents and warrants that:

     Section 6.01.  Compliance  with Farmer Mac  Standards.  As of the Effective
Date with  respect to a Qualified  Loan,  each  representation  and warranty set
forth in  Chapter  304 of the  Seller/Servicer  Guide is true and  correct  with
respect to such Qualified Loan.

     Section 6.02.  Consents and Approvals.  (a) No consents or approvals of any
Person are or will be required which have not or will not have been obtained for
the  execution  and  delivery  of  this  Commitment  or the  performance  of any
obligations hereunder.

     (b) The  execution  of this  Commitment  has been  approved by the Board of
Directors  of the Seller and the  officer  of the Seller who has  executed  this
Commitment is authorized to do so.

     Section 6.03.  Corporate  Existence and Power.  The Seller is a Farm Credit
Bank  duly  organized,  validly  existing  and in good  standing  under the laws
governing  its  creation and  existence,  and has all  corporate  powers and all
material governmental licenses, authorizations,  consents and approvals required
to carry on its  business,  as now  conducted,  as  required  to enter into this
Commitment and to meet its obligations under this Commitment.

     Section 6.04. Authorization and Non-Contravention.  The execution, delivery
and  performance  by the  Seller of this  Commitment  are  within  the  Seller's
corporate power and have been duly authorized by all necessary  corporate action
on the part of the Seller (no action by its  shareholders  being  required)  and
will not: (i) violate or contravene any law, regulation,  judgment,  injunction,
order,  decree or other  instrument  currently  binding on the  Seller;  or (ii)
violate,  contravene or constitute a default under any provision of the articles
of  incorporation  or  by-laws  of the  Seller  or of any  agreement,  contract,
mortgage or other instrument currently binding on the Seller.

     Section  6.05.  Binding  Effect.  This  Commitment  constitutes a valid and
legally  binding  agreement  of the  Seller  enforceable  against  the Seller in
accordance with its terms, except as enforcement may be limited by receivership,
insolvency,  moratorium  or similar  laws,  or by legal or equitable  principles
relating to or limiting creditors' rights generally.

     Section 6.06. Governmental Consents. No consent, approval, authorization or
order of any Governmental Body is required,  and no filing need be made with any
Governmental Body, in connection with the execution, delivery and performance by
the  Seller  of  this  Commitment  or  the  consummation  by the  Seller  of the
transactions contemplated hereby.

     Section  6.07.  Litigation.  There are no actions,  suits,  or  proceedings
pending or, to the best knowledge of the Seller,  threatened, or any judgment or
order  entered  against  the  Seller or its  assets  in any court or before  any
Federal, state, municipal or other governmental department or commission, board,
bureau, agency or instrumentality which is likely to be adversely determined and
which if adversely determined will materially,  adversely affect its business or
financial condition or the validity and enforceability of this Commitment or its
ability to perform in accordance with this Commitment.

     Section 6.08. Showings.  The Seller has delivered to Farmer Mac on or prior
to the date of  execution  of this  Commitment:  (i) an executed  opinion of the
Seller's legal counsel (which may be internal counsel) substantially in the form
set forth in Exhibit A attached hereto;  (ii) certified  resolutions  evidencing
necessary or  appropriate  corporate  action;  and (iii) other  documents as may
reasonably be requested by Farmer Mac.

     Section 6.09.  Compliance  with Laws. The Seller is not in violation of any
statute,  rule or regulation of any Governmental  Body or any order of any court
or arbitrator, the violation of which, considered in the aggregate, is likely to
materially  adversely  affect the  business,  operations  or  properties  of the
Seller.

     Section  6.10.  Fraudulent  Conveyance.  The  performance  of the  Seller's
obligations  under this Commitment  does not constitute a fraudulent  conveyance
within the meaning of any bankruptcy, insolvency, reorganization,  moratorium or
other similar law affecting the rights of creditors.

     Section 6.11. Portfolio Requirements. As of the Effective Date with respect
to a Qualified  Loan,  such Qualified Loan has not been purchased or securitized
by  Farmer  Mac,  paid in  full  (through  scheduled  payments,  prepayments  or
otherwise)  or  otherwise  removed  from  the  Portfolio  under  the  terms  and
conditions set forth in this Commitment.


                                   ARTICLE VII

                  REPRESENTATIONS AND WARRANTIES OF FARMER MAC


        Farmer Mac represents and warrants that:

     Section  7.01.  Consents  and  Approvals.  No consents or  approvals of any
Person are or will be required which have not or will not have been obtained for
the  execution  and  delivery  of  this  Commitment  or the  performance  of any
obligations hereunder.

     Section   7.02.   Corporate   Existence   and  Power.   Farmer  Mac  is  an
instrumentality of the United States, created and existing under the laws of the
United States,  duly organized,  validly existing and in good standing under the
laws governing its creation and existence,  and has all corporate powers and all
material governmental licenses, authorizations,  consents and approvals required
to carry on its business as now conducted and to enter into this Commitment.

     Section 7.03. Authorization and Non-contravention.  The execution, delivery
and  performance  by Farmer  Mac of this  Commitment  are  within  Farmer  Mac's
corporate power and have been duly authorized by all necessary  corporate action
on the part of Farmer Mac (no action by its  shareholders  being  required)  and
will not: (i) violate or contravene any law, regulation,  judgment,  injunction,
order,  decree or other  instrument  currently  binding on Farmer  Mac;  or (ii)
violate,  contravene  or constitute a default under any provision of the Charter
Act or of any  agreement,  contract,  mortgage  or  other  instrument  currently
binding on Farmer Mac.

     Section  7.04.  Binding  Effect.  This  Commitment  constitutes a valid and
legally  binding  agreement  of Farmer  Mac  enforceable  against  Farmer Mac in
accordance  with its terms,  except as enforcement may be limited by bankruptcy,
insolvency,  moratorium  or similar  laws,  or by legal or equitable  principles
relating to or limiting creditors' rights generally.

     Section 7.05. Governmental Consents. No consent, approval, authorization or
order of any Governmental Body is required,  and no filing need be made with any
Governmental Body, in connection with the execution, delivery and performance by
Farmer  Mac  of  this  Commitment  or  the  consummation  by  Farmer  Mac of the
transactions contemplated hereby.

     Section 7.06.  Compliance with Laws.  Farmer Mac is not in violation of any
statute,  rule or regulation of any Governmental  Body or any order of any court
or  arbitrator,  the  violation of which,  considered  in the  aggregate,  could
materially  adversely  affect the  business,  operations or properties of Farmer
Mac.

     Section  7.07.  Litigation.  There are no actions,  suits,  or  proceedings
pending or, to the best knowledge of Farmer Mac, threatened,  or any judgment or
order  entered  against  Farmer  Mac or its  assets in any  court or before  any
Federal, state, municipal or other governmental department or commission, board,
bureau, agency or instrumentality which is likely to be adversely determined and
which if adversely determined will materially,  adversely affect its business or
financial condition or the validity and enforceability of this Commitment or its
ability to perform in accordance with this Commitment.

     Section 7.08. Due Diligence. Farmer Mac was provided access to the Seller's
servicing  procedures,  standards  and loan  portfolio  and made an  independent
assessment that the Seller's servicing  procedures and standards as written meet
the  requirements  of the  Seller/Servicer  Guide  and  that  based  on the data
provided to Farmer Mac with respect to the Qualified  Loans, the Qualified Loans
meet  Farmer  Mac's  requirements.   Notwithstanding   this  representation  and
warranty,  the Seller  remains fully  obligated  under its  representations  and
warranties,  and subject to the remedies for breach thereof, as set forth in the
Seller/Servicer Guide with respect to each of the Qualified Loans.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT


     Section 8.01.  Events of Default.  Any one or more of the following acts or
occurrences shall constitute an Event of Default under this Commitment:

     (a) failure by the Seller to pay the  Standby  Purchase  Commitment  Fee in
accordance with the terms of this Commitment; or

     (b) failure by the Seller to observe or perform any  covenant or  agreement
contained in Sections 2.06, 2.07 or 6.01 herein which continues unremedied for a
period of thirty (30) days after the Seller first acquires knowledge or receives
notice thereof; or

     (c)  failure by the Seller to observe  or perform  any other  covenants  or
agreements set forth in this Commitment which continues  unremedied for a period
of thirty (30) days after the Seller first acquires knowledge or receives notice
thereof; or

     (d) any  other  event  that  constitutes  a breach  of the  Seller/Servicer
Agreement during the Commitment Term which continues  unremedied for a period of
thirty (30) days after the Seller first  acquires  knowledge or receives  notice
thereof; or

     (e) any covenant, representation,  warranty or statement made by the Seller
herein or in any  certificate  delivered in connection  herewith  shall prove to
have been  incorrect in any material  respect  when made;  provided  that if the
incorrect matter as to which such  representation or warranty relates is capable
of being cured, it shall not constitute an Event of Default hereunder unless the
Seller  fails to correct  such matter  within  thirty (30) days after the Seller
shall first acquire knowledge or receive notice thereof; or

     (f) a decree or order of a court or agency or supervisory  authority having
jurisdiction on the premises for the  appointment of a conservator,  receiver or
liquidator in any  insolvency,  readjustment  of debt,  marshaling of assets and
liabilities or similar proceedings,  or for the winding-up or liquidation of its
affairs, shall have been entered against the Seller; or

     (g) the Seller  consents to the  appointment of a conservator,  receiver or
liquidator in any insolvency,  readjustment  of debt,  marshalling of assets and
liabilities   or  similar   proceedings   relating  to  the  Seller  or  all  or
substantially all of its property; or

     (h) the Seller admits in writing its  inability to pay its debts  generally
as they become  due,  files a petition to invoke any  applicable  insolvency  or
reorganization statute, makes an assignment for the benefit of its creditors, or
voluntarily suspends payment of its obligations.

     Section  8.02.  Farmer  Mac  Events  of  Default.  Any  one or  more of the
following acts or occurrences by Farmer Mac shall constitute an Event of Default
under this Commitment:

     (a)  failure  to  purchase  an  eligible  Qualified  Loan or  participation
interest  pursuant to the terms of this Commitment or reimburse a portion of the
Standby Purchase Commitment Fee pursuant to Section 5.04(b); or

     (b)  failure by Farmer Mac to observe  or perform  any other  covenants  or
agreements set forth in this Commitment which continues  unremedied for a period
of thirty (30) days after Farmer Mac first acquires knowledge or receives notice
thereof; or

     (c) any covenant, representation,  warranty or statement made by Farmer Mac
herein shall prove to have been incorrect in any material respect when made; or

     (d) a decree or order of a court or agency or supervisory  authority having
jurisdiction on the premises for the  appointment of a conservator,  receiver or
liquidator in any  insolvency,  readjustment  of debt,  marshaling of assets and
liabilities or similar proceedings,  or for the winding-up or liquidation of its
affairs, shall have been entered against Farmer Mac; or

     (e) Farmer Mac consents to the  appointment of a  conservator,  receiver or
liquidator in any insolvency,  readjustment  of debt,  marshalling of assets and
liabilities   or  similar   proceedings   relating  to  Farmer  Mac  or  all  or
substantially all of its property; or

     (f) Farmer Mac admits in writing its  inability to pay its debts  generally
as they become  due,  files a petition to invoke any  applicable  insolvency  or
reorganization statute, makes an assignment for the benefit of its creditors, or
voluntarily suspends payment of its obligations.


                                   ARTICLE IX

                                    REMEDIES

     Section 9.01.  Remedies of Farmer Mac. Upon the  occurrence of any Event of
Default by the Seller  hereunder,  unless  such Event of Default has been cured,
Farmer Mac may, at its option:

     (a) terminate this  Commitment and refuse to accept  delivery of additional
Tier I Qualified Loans for purchase hereunder; and/or

     (b) direct the Seller to repurchase,  in accordance  with the provisions of
the  Seller/Servicer  Guide, any Qualified Loan sold to Farmer Mac relating to a
specific Event of Default.

     However,  Farmer  Mac's  remedy  under this Section for an Event of Default
under Section 8.01 (b), (c), (d) or (e) and related to a Qualified Loan(s) shall
be limited to Section  9.01(b) unless the Event of Default  relates to Qualified
Loans with an aggregate unpaid principal  balance  exceeding 5% of the aggregate
unpaid principal balance  outstanding under this Commitment as of the date of an
Event of Default,  in which event Farmer Mac may exercise any remedy as provided
in this Article IX; or

     If the Seller  fails to comply with the  provisions  of (b) above within 30
days upon demand of Farmer Mac,  Farmer Mac may  terminate  the  Seller/Servicer
Agreement and the Servicing  Contract,  transfer all of the Seller's  Farmer Mac
servicing portfolio "with cause" and retain the proceeds from such transfer.

     Section  9.02.  Remedies  of Seller.  Upon the  occurrence  of any Event of
Default by Farmer Mac hereunder,  the Seller may, at its option,  terminate this
Commitment; provided however, that:

     (a) Upon an Event of Default under Section 8.02(b),  (c) or (d), the Seller
may terminate this  Commitment only if such Event of Default remains uncured for
a period of 30 days following written notice to Farmer Mac by the Seller.

     (b) Upon an Event of Default  under  8.02(a),  the Seller may: (i) elect to
require  that the  purchase  price be paid by the  issuance of an AMBS backed by
such  Qualified Loan or (ii)  terminate  this  Commitment  only if such Event of
Default  remains  uncured for a period of 30 days  following  written  notice to
Farmer Mac by the Seller.

     Section 9.03. Remedies Not Exclusive.  Unless otherwise expressly provided,
no remedy  conferred herein or reserved to any party is intended to be exclusive
of any other available remedy or remedies,  but each and every such remedy shall
be cumulative and shall be in addition to every other remedy given  hereunder or
now or hereafter  existing at law or in equity;  provided,  however,  that in no
event shall either  party have any  liability to the other party with respect to
consequential damages.

     Section 9.04. Delay or Omission Not Waiver.  No delay or omission of either
party to  exercise  any  right or  remedy  provided  hereunder  upon an Event of
Default  (except a delay or omission  pursuant to a written waiver) shall impair
any such right or remedy or  constitute a waiver of any such Event of Default or
acquiescence therein.  Every right and remedy given by this Article IX or by law
to either  party  may be  exercised  from  time to time,  and as often as may be
deemed  expedient by either party.  In order to entitle either party to exercise
any remedy  reserved to such party in this Article IX, it shall not be necessary
to give any notice unless otherwise provided in Sections 9.01 or 9.02.



<PAGE>



                                    ARTICLE X

                                  MISCELLANEOUS


     Section 10.01.  Termination Event. Farmer Mac and the Seller each must give
the other party written notice of the occurrence of a Termination  Event. In the
case of a Termination  Event,  such notice shall be accompanied by an opinion of
counsel  or an  opinion  of  an  independent  accounting  firm,  as  applicable,
supporting  the  conclusion  that a  Termination  Event has  occurred.  Upon the
declaration  of the occurrence of a Termination  Event;  this  Commitment  shall
terminate  only in respect to the Qualified  Loans  affected by the  Termination
Event and be of no further force or effect. A Termination  Event will not affect
the repurchase and resale obligations set forth in Section 5.01(f).

     Section 10.02.  Accounting/Capital Treatment. Neither Farmer Mac nor any of
the  directors,  officers,  employees or agents of Farmer Mac shall be under any
liability  for the  accuracy,  legality or soundness  of the  Seller's  intended
accounting  or  capital  treatment  of  the  transaction  contemplated  by  this
Commitment or for the Seller's  interpretation  of any accounting rules relating
to its intended accounting or capital treatment of this transaction.

     Section 10.03. Servicing. In connection with the servicing of the Qualified
Loans in the Portfolio,  although the Seller agrees to comply with the servicing
standards set forth in the Servicing Contract, the parties agree that the Seller
is not servicing  the  Portfolio  for Farmer Mac until the  Qualified  Loans are
removed from the Portfolio and sold to Farmer Mac.

     Section 10.04.  Confidentiality.  During the term of this  Commitment,  the
Seller and Farmer Mac shall each maintain the  confidentiality  of the terms and
conditions set forth in this Commitment.  This shall not affect the right of the
Seller or Farmer Mac to discuss  generally the existence of the Commitment,  the
general  impact  of the  Commitment,  the size of the  Portfolio  and any  other
non-fee or non-pricing  related  information.  Each of the Seller and Farmer Mac
shall disclose the terms of this Commitment to others only as may be required in
connection  with  such  party's  business  or  by  law,  regulation,   financial
disclosure  and other  accounting  rules or other  legal  process and each party
agrees to  advise  the other  party of any such  disclosure  that is made to any
person who is not a director,  officer,  or employee of the disclosing  party or
the disclosing party's accountants, lawyers or auditors.

     Section 10.05.  Benefit of Commitment.  Any reference to any of the parties
to this Commitment shall be deemed to include the successors and assigns of such
party. All covenants and agreements  herein contained are for the benefit of the
parties hereto only,  and nothing  expressed or implied herein is intended to be
for the benefit of any other Person.

     Section 10.06.  Amendments and Waivers.  No term,  covenants,  agreement or
condition of this Commitment may be amended, nor any compliance therewith waived
(either  generally or in a particular  instance  and either  retrospectively  or
prospectively) except by an instrument in writing duly executed and delivered by
the parties hereto.

     Section  10.07.  Notices.  All  notices  and  communications  provided  for
hereunder  shall be in  writing  and  shall be  delivered  by  legible  telecopy
(receipt  confirmed  by  telephone)  or by a means  that  guarantees  over-night
delivery. All notices and communications shall be addressed as follows.

        If to the Seller:

        Farm Credit Bank of Texas
        Attention:  General Counsel
        6210 Highway 290 East
        Austin, Texas  78723
            Telecopy Number:  (512 465-0564)


        If to Farmer Mac:

        Farmer Mac
        Attention:  General Counsel
        1133 Twenty-First Street, N.W.
        Suite 600
        Washington, DC 20036
            Telecopy No: (202) 872-7713

     Section  10.08.  Attorneys'  Fees.  If  a  legal  action  is  commenced  in
connection with any dispute under this Commitment, the prevailing party shall be
entitled  to  reasonable  attorney  fees,  costs,  and  necessary  disbursements
incurred in connection with the related action as determined by the court.

     Section 10.09.  Severability.  If any provision of this Commitment shall be
invalid,  illegal or  unenforceable,  such provision shall be severable from the
remaining  provisions  of  this  Commitment,  and  the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

     Section 10.10. Multiple Counterparts. This Commitment may be simultaneously
executed in multiple  counterparts,  all of which shall  constitute  one and the
same  instrument  and each of which  shall  be,  and  shall be  deemed to be, an
original.

     Section  10.11.  Governing  Law.  The  terms  of this  Commitment  shall be
construed and  interpreted in accordance with federal law. To the extent federal
law incorporates  state law, that state law shall be the laws of the District of
Columbia, without regard to the conflicts of laws provisions thereof.

     Section 10.12. Termination.  This Commitment shall terminate on the earlier
of (a) the last day of the Commitment  Term, (b) the date upon which the actions
required upon the  occurrence of a  Termination  Event,  as set forth in Section
10.01,  have been fulfilled by the Seller or Farmer Mac, as  applicable,  (c) at
Farmer Mac's or the Seller's option, the date upon which an Event of Default has
occurred, or (d) a date mutually agreed upon by the parties hereto.

     Section  10.13.  Time is of the Essence.  Time is of the essence for all of
the terms and provisions of this Commitment.

     Section 10.14.  Farm Credit System Status.  Farmer Mac understands that the
Seller is an institution of the Farm Credit System and that, as such, it and all
of its assets are  subject to joint and  several  liability  of all Farm  Credit
System  obligations as well as all other terms,  conditions and restrictions set
forth in the Farm Credit Act, as amended.  Farmer Mac also  understands that the
Seller's access to funds for purposes of ongoing lending activity and operations
is with other Farm Credit System banks in the issuance of joint and several debt
obligations on the agency debt market.  This funding  relationship is authorized
in the Farm Credit Act of 1971,  as amended,  which  requires Farm Credit System
banks to have on hand  collateral,  including all eligible  loans,  proceeds and
other assets of the bank equal to the amount of the outstanding indebtedness for
with the bank is  primarily  liable.  Farmer Mac  acknowledges  that the funding
relationship between the Seller and the other Farm Credit System banks in no way
violates the restrictions on the Seller's pledging or hypothecating loans in the
Portfolio.  In the event of a purchase of a  Qualified  Loan by Farmer Mac under
the terms of this Commitment,  the Seller agrees to apply all of the proceeds of
such purchase against the Seller's  indebtedness and to sell such Qualified Loan
to Farmer Mac free of any lien or restriction.

     IN WITNESS  WHEREOF,  the parties hereto have caused this  Commitment to be
duly executed by their duly  authorized  officers or  representatives  as of the
date above first written.


        Federal Agricultural Mortgage Corporation


          By: /s/ Nancy E. Corsiglia
          ---------------------------
            Name: Nancy E. Corsiglia
            Title:   Vice President



        Farm Credit Bank of Texas


            By: /s/ Dennis L. Raesener
           -------------------------------
            Name: Dennis L. Raesener
            Title:  Senior Vice President, Credit Operations


<PAGE>





                                                                   EXHIBIT A

                      FORM OF OPINION OF COUNSEL FOR SELLER

     1. The Seller has been duly  organized  and is validly  existing  as a Farm
Credit Bank in good standing under the laws of the United States of America, has
the full corporate  power to conduct its business as now being  conducted and is
qualified,  or need not be  qualified,  to conduct  its  business  in all of the
states in which it does, or plans to do business.

     2. The Seller has full right,  power and authority to execute,  deliver and
perform its obligations  under the Commitment;  and the Commitment has been duly
authorized, executed and delivered by the Seller; and the Commitment constitutes
the legal, valid and binding obligation of the Seller,  enforceable  against the
Seller by Farmer  Mac in  accordance  with its terms  except to the  extent  (i)
enforcement  thereof may be limited or affected  by any  applicable  bankruptcy,
insolvency, receivership,  reorganization,  moratorium or similar laws affecting
creditors'  rights  generally  as such  laws may be  applied  in the event of an
insolvency or similar  proceeding  affecting the Seller,  or (ii)  principles of
equity may limit the availability of certain remedies.

     3. The individual or individuals who have executed the Commitment on behalf
of the  Seller  have the legal  power,  right and actual  authority  to bind the
Seller to the terms and conditions of the Commitment.

     4. Neither the execution and delivery by the Seller of the Commitment,  nor
the  fulfillment of the terms of the Commitment nor the compliance by the Seller
with any of the  provisions  of the  Commitment  violate any  provisions  of the
articles  of  incorporation/charter  or  bylaws  of the  Seller,  or any  law or
regulations  applicable  to  the  Seller  or  court  decree  known  to  us to be
applicable to the Seller;  and, to the best of our knowledge  (after having made
inquiry with respect thereto),  none of such actions will result in a breach of,
or constitute a default under,  any agreement,  indenture or other instrument to
which the Seller is a party or by which it is bound.

     5. There is not pending or, to the best of our  knowledge,  threatened  any
action, suit, proceeding, inquiry or investigation at law or in equity or before
any court, public board or regulatory agency, against or affecting the Seller or
its assets wherein an unfavorable  decision,  ruling or finding would  adversely
affect the Seller's powers of existence or the validity or enforceability of the
Commitment, or which might result in any material adverse change in the business
condition  (financial or  otherwise) or operation of the Seller,  or which might
adversely  affect the  Seller's  ability to perform  its  obligations  under the
Commitment.

     6. There is no litigation or  investigation  pending or threatened,  or any
judgment or order entered, affecting the Qualified Loans (or any other mortgages
that the Seller is servicing,  which mortgages have interest rate and adjustment
provisions  similar to those contained in the adjustable rate Qualified  Loans),
at law or in equity by or before  any  federal  or state  court or  governmental
instrumentality  or agency having  jurisdiction over the Seller or the Qualified
Loans.



<PAGE>




                                                                   EXHIBIT B
                       PURCHASE REQUEST AND CERTIFICATION

TO:     [         ]
        Farmer Mac
        919 18th Street, N.W.
        Suite 200
        Washington, D.C. 20006

DATE: _________ [No later than the 7th business day of the month]

SELLER PURCHASE REQUEST AND CERTIFICATION

Farmer Mac Seller ID:

The following Qualified Loans have become Tier I Qualified Loans pursuant to the
Long-Term  Standby  Commitment to Purchase  entered into between  Farmer Mac and
Farm  Credit  Bank of Texas  (the  "Seller")  as of [DATE]  (the  "Commitment").
Accordingly,  the Seller certifies that (i) all the information contained in the
Qualified  Loan  Schedule  submitted  to the  Custodian  is correct and (ii) the
Seller has  transferred an undivided  interest in such Qualified Loans to Farmer
Mac.  Capitalized  terms used but not defined herein shall have the meanings set
forth in the Commitment.

Farmer Mac Loan #                   Current whole loan UPB

___________________                 ___________________

___________________                 ___________________

___________________                 ___________________

[Note: Request with more than 25 loans must include a 3.5" floppy diskette in an
ASCII file format with the following information:

        Fields O1-9 - Servicer Number
        Fields 10-18 - Farmer Mac Loan Number
        Fields 19-24 - Current Whole Loan UPB]

Farm Credit Bank of Texas

By:
   ---------------------------
      [Authorized Officer]

      Contact Person:
      Name:
      Phone #:
      Address:


<PAGE>


                                                                  EXHIBIT C

                           Pending Litigation Schedule


                                      NONE


                                                                  EXHIBIT D

                             Qualified Loan Schedule
                               Tape Specifications



                                                                  EXHIBIT E

                                Loan Set-up File



                                                                  EXHIBIT F
                          Monthly Loan Activity Report
                               Tape Specifications


</TEXT>
</DOCUMENT>
