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					MEMORANDUM OF UNDERSTANDING BETWEEN THE                                            COOPERATIVE
DEVELOPMENT FOUNDATION (CDF) AND THE CAMPUS                                        COOPERATIVE
DEVELOPMENT CORPORATION (CCDC) TO ESTABLISH THE                                    CDF KAGAWA
FUND AS THE FINANCIAL RESOURCE FOR STUDENT                                         COOPERATIVE
DEVELOPMENT.


PREAMBLE

This memorandum of understanding is made between the Cooperative Development Foundation
(the Foundation) and the Campus Cooperative Development Corporation (CCDC). The Foundation
is an Illinois nonprofit corporation tax exempt under Section 501(c)(3) of the Internal Revenue
Code, is formally organized and operated for the charitable and educational purposes of developing,
operating and establishing cooperative, self-help, programs for relief of the poor, distressed and
underprivileged, or for the purpose of combating community deterioration and for community
development. The Foundation has decided to develop a special project and establish a separate
fund for Student Cooperative Development (the Fund) to further its exempt purposes. The
Foundation will utilize the CCDC, a non-profit corporation incorporated in Michigan and dedicated
to establishing student cooperatives. This project will be implemented according to the following
provisions:

I.     USE OF THE KAGAWA FUND

1.     The Foundation is legally responsible for the administration of the Fund.

2.     The Foundation shall utilize CCDC and its subsidiaries in implementing its student
       cooperative development activities.

II.    GOVERNANCE

1.     The Fund shall be governed by a board of up to eleven trustees, up to nine of whom
       shall be nominated by CCDC and all of whom shall be approved by the board of
       directors of the Foundation. The executive director of the Foundation, and the chief
       operating officer of CCDC are ex officio members of the board of trustees. The
       board of trustees shall administer the Fund within the guidelines and standards
       governing tax-exempt 501(c)3 public charities, the overall purpose of the Fund and
       the policies and procedures of the Cooperative Development Foundation. The
       Foundation board shall have the sole power to approve, remove and replace
       members of the Fund's board of trustees when in its sole discretion the best interests
       of the Foundation shall thereby be served.

2.     The board of trustees, in consultation with the Foundation's executive director, shall
       develop policies and procedures for receiving contributions in the Fund, whether in




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       the form of grants, loans or investments and for approving grants or loans from the
       Fund, within the guidelines outlined under provision # 1 of this section.

3.     The board of trustees or its designees in accordance with its policies and procedures
       (as adopted January 28, 1997), shall review and act on all requests for funds for
       student cooperative development.

4.     The Foundation shall only make disbursements from the Fund at the request of the
       board of trustees. If in the opinion of the Foundation the request violates the
       guidelines outlined in provision # 1 of this section or the policies and procedures
       established by the board of trustees the Foundation shall withhold the disbursement
       of funds and within two weeks inform in writing the chairperson of the board of
       trustees and the chief operating officer of CCDC giving the reasons for its decision.

5.     The board of trustees on a quarterly basis shall administer and monitor the
       grants/loans made from the Fund and provide to the Foundation a quarterly report
       on the projects assisted by the Fund.

6.     The Foundation shall prepare and provide a quarterly financial report to the Board of
       Trustees.

III.   FUND RAISING

1.     The Foundation, CCDC and the trustees shall work together to raise funds for the
       Kagawa Fund.

2.     CCDC and the trustees shall be responsible for conducting fund raising activities
       from the student cooperative community.

3.     All net contributions, except for member "dues" raised by CCDC, for student
       cooperative development shall be deposited in the Kagawa Fund, including those
       raised as investments. These net contributions and investments are to be referred to
       as the Student Co-op Re-investment Funds. The Foundation, or the Fund, are not
       responsible for any expenses incurred by the CCDC, or any of its officers or
       members, prior to the signing of this Memorandum of Understanding.

4.     The board of trustees may enter into agreements with student cooperatives and other
       organizations to receive loans for specific projects or for student cooperative
       development in general within the policies and procedures developed by the
       trustees.




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IV.   ADMINISTRATIVE FEE

1.    The Foundation shall receive an administrative fee, paid on a quarterly basis in
      accordance with an agreement entered into between the Foundation and CCDC.

2.    Direct fund raising costs of specific fund raising programs, beyond the general fund-
      raising activities conducted by the Foundation, approved by the trustees, shall be
      charged to the Fund.


V.    CANCELLATION OF AGREEMENT

1.    This agreement may be canceled by mutual agreement at any time and by either
      party on 180 days notice.

2.    On giving or receiving notice to cancel this agreement, the Foundation shall
      immediately inform all interested parties having outstanding loans or on going
      projects with the Fund. The Foundation shall assume all obligations incurred by the
      board of trustees of the Fund and honor all commitments. Contributions to, funds
      deposited in or loans made to the Kagawa fund for specific purposes shall continue
      to be used for those purposes or returned to the donors. The Foundation shall
      continue to deposit in the Fund contributions received after cancellation notice is
      given or received.

3.    On cancellation of this agreement, the Foundation shall continue to administer the
      existing Fund in consultation with CCDC with the exception of the Student Co-op
      Re-investments Funds raised by CCDC indentified in III-3 of this revised MOU
      which will be returned to CCDC for administration.

4.    In the event CCDC is dissolved, the Foundation shall continue to administer the
      Fund and make grants/loans for the overall purpose for which the Fund was
      established -- student cooperative development.

5.    In the event CCDC is dissolved and succeeded by another organization, written
      amendments to or assignment of this agreement would require ratification by the
      Foundation.

6.    In the event the Foundation is dissolved, the Kagawa Fund shall be administered by
      CCDC, provided CCDC is legally eligible to administer the Fund.

7.    In the event the Foundation is dissolved and succeeded by another organization,
      written amendments to or assignment of this agreement would require ratification by
      CCDC.




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VI.    OVERRIDING PROVISION

The Foundation shall have the power to veto the use of funds for personal expenses, stop payment
of grants/loans already approved and/or require the unused portion of approved grants/loans to be
returned to the Fund if, in its sole discretion, such use of funds may jeopardize its 501(c)(3) public
foundation status, its good name or its integrity. The Foundation shall not unreasonably restrict the
use of funds for expenses or projects approved by the trustees. In such an event, the Foundation
shall, within fifteen days of exercising its veto power, provide in writing to the board of trustees and
CCDC the reasons for its action.


VII.   ADDITIONAL PROVISIONS

1.     Amendments: This agreement may be amended, modified or rescinded only by
       mutual written agreement signed by both parties.

2.     Governing Law: This agreement shall be construed in accordance with, and
       governed by, the laws of the District of Columbia.

3.     Entire Agreement: This agreement shall constitute the entire agreement between the
       parties and any prior understanding or representation of any kind preceding the date
       of this agreement shall not be binding upon either party except to the extent
       incorporated in this agreement.

4.     Severability: The invalidity of any portion of this agreement will not and shall not
       be deemed to affect the validity of any other provision. In the event that any
       provision of this agreement is held to be invalid, the parties agree that the remaining
       provisions shall be deemed to be in full force and effect as if they had been executed
       by both parties subsequent to the expungement of the invalid provision.

Signed:
Cooperative Development Foundation             Campus Cooperative Development Corporation
By: John Gauci                                 By: James R. Jones
Title: Executive Director                      Title: President
Date: 11-12-93                                 Date: 10-6-93

Amended & Approved
Judy Ziewacz                                   Phil Ashton
CDF Executive Director                         CCDC/NASCO Executive Director
Signed:                                        Signed:
Date:                                          Date:




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