I am forwarding to you for your review the Form of Services Agreement that
Global Securitization Services uses with respect to service as an
Independent director.
---------------------- Forwarded by Trish Lindloff/DA/WGM/US on 11/07/2001
07:31 PM ---------------------------


"Andrew L. Stidd" <astidd@gssnyc.com> on 11/07/2001 01:03:03 PM
cc:
Subject:  GSS Agreement



Dear Trish:

Attached is a draft of our Services  Agreement for CGNN Holding Company,
Inc.  If this form is acceptable I will  draft a similar agreement for ERMT
LLC (modified to include the non-economic  member).

The independent director for ERMT LLC will  be Bernard J. Angelo and the
golden shareholder will be GSS Contract Services I,  Inc., a Delaware
corporation.

Please feel free to call me with any  questions or comments that you may
have.

Best regards.

Andy Stidd
Global Securitization Services, LLC
400  West Main Street, Suite 338
Babylon, New York 11702
(Tel.)   631 587 4700 ext. 11
(Fax)  212 302  8767
www.gssnyc.com

(See attached file: GSS Services & Indemnity Agr.doc)





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 - GSS Services & Indemnity Agr.doc