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					                                    ESCROW AGREEMENT
                                      (ACCT. 42-104158)

         THIS ESCROW AGREEMENT, made and entered into as of March 9, 2004, by and among Pacific
Capital Bank, N.A., dba First National Bank of Central California, a banking institution chartered under the
laws of the United States of America (the "Escrow Agent"), Transocean Funding/Humboldt, Inc., a
corporation duly organized and existing under the laws of the State of Nevada ("Lessor") and the County of
Humboldt, a political subdivision of the State of California (the "Lessee").

        W1TNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of the
mutual covenants herein contained, the parties hereto recite and agree as follows:

         Section 1. Recitals.

         1.01. Lessor and Lessee have entered into a Master Lease/Purchase Agreement dated as of March 9,
2004 (the "Lease"), a duplicate original of which has been furnished to the Escrow Agent, whereby Lessor has
agreed to lease certain Property as set forth on Exhibit B to the Lease (the "Property") to Lessee and Lessee
has agreed to lease the Property from Lessor, in the manner and under the terms as set forth in the Lease.

         1.02. This Agreement is not intended to alter or change in any way the rights and obligations of
Lessor and Lessee under the Lease, but is entirely supplemental thereto.

         1.03. The terms capitalized in this Agreement but not defined herein shall have the meanings given to
them in the Lease.

         1.04. Within five (5) days after the execution of the certificate of acceptance respecting the Property
under the Lease and this Agreement and the delivery of the legal opinion by Lessee pursuant to the Lease,
Lessor is required to deposit or cause to be deposited with the Escrow Agent the approximate sum of
$3,_____, of which (i) $3,______ is to be credited to the Animal Shelter Project Fund established in Section 2
hereof and used to pay the cost of the financed property as set forth on Exhibit B hereto (“Financed Property”)
and, to the extent either Fund is not needed for this purpose, is required to be repaid to Lessor in accordance
with Section 2.03 herein (and with such modifications to the rental payments to reflect the refund to Lessor) or
if not material in amount to be applied towards payments due from Lessee under the Lease, and (ii) $_______
is to be credited to the Capitalized Interest Fund established in Section 2 hereof and used to pay interest as
required on Exhibit C to the Lease on September 1, 2004, and, to the extent not needed for this purpose, is
required to be paid in accordance with Section 2.03 herein.

         1.05. Under the Lease, Lessee will cause each item of Financed Property (to the extent not being
refunded) to be ordered by the contractor or vendor therefor. The cost to be paid to the contractor or vendor
supplying the item of Financed Property shall be paid solely from the amount deposited with the Escrow Agent
as described in Section 1.04 hereof, in accordance with this Agreement.

         1.06. Subject to such control by Lessee as is provided for herein, Lessor and Lessee agree to employ
the Escrow Agent to receive, hold, invest and disburse the money to be paid to the Escrow Agent by Lessor as
described in Section 1.04, all as hereinafter provided.

        1.07. Each of the parties has authority to enter into this Agreement, and has taken all actions
necessary to authorize the execution of this Agreement by the officers whose signatures are affixed hereto.

Section 2. Establishment of Funds

         2.01. The Escrow Agent shall establish special escrow funds designated as the Animal Shelter Project
Fund (the "Animal Shelter Project Fund”), and the capitalized interest fund (the “Capitalized Interest Fund”),
shall keep such Funds separate and apart from all other funds and moneys held by it, and shall handle such
Funds as directed by the Lessee and as provided in this Section 2 and Section 3 hereof.

        2.02. All moneys paid to the Escrow Agent by Lessor pursuant to Section 1.04(i) of this Agreement
for purposes of acquisition of improvements and similar property as set forth on Exhibit B hereto shall be
credited to the Animal Shelter Project Fund. The Escrow Agent shall use the moneys in the Animal Shelter
Project Fund to pay the cost of each item of Financed Property, as specified by Lessee in a Certificate of
Acceptance and a Disbursement Request Form (attached hereto as Exhibit A) and as confirmed by Lessor.
Upon receipt of a Disbursement Request Form with respect to any item of Financed Property respectively, an
amount equal to the cost as shown therein shall be paid directly to the person or entity entitled to payment as
specified therein. Notwithstanding the foregoing, upon receipt by Escrow Agent of a certificate from Lessor,
specifying in detail that an event of default or abatement (which event is not covered by applicable insurance)
has occurred under the Lease, the Escrow Agent shall apply all moneys held in the Animal Shelter Project
Fund as specified by Lessor in payment at par of amounts of principal owed Lessor under the Lease.

          2.03. Lessee shall furnish to the Escrow Agent as soon as available a copy of any purchase orders,
descriptions or bid documents respecting the Financed Property. On or before March 9, 2006, or in the earlier
event the Escrow Agent receives notice from Lessee that future acquisitions of all or part of the Financed
Property have been canceled, the Escrow Agent shall pay first to Lessor an amount equal to the respective
balance remaining of the cost of the Financed Property which has not been paid to the contractors or vendors
or which will not be acquired by the Lessee under the Lease, and to Lessee the remaining sums on hand in the
Fund, and the Escrow Agent shall thereafter close the Animal Shelter Project Fund, as the case may be. Lessor
shall provide Lessee with a revised amortization schedule under the Lease respecting future lease payments to
reflect the prepayment of principal on that date, which prepayment shall be at par, utilizing the same interest
rate and payment dates as initially set forth in the Lease.

         2.04. All moneys paid to the Escrow Agent by Lessor pursuant to Section 1.04(ii) of this Agreement
shall be credited to the Capitalized Interest Fund (Acct. No. 42-10____). The Escrow Agent shall use the
moneys in the Capitalized Interest Fund to pay the Lessor or its assignee the charges for interest due under the
Lease on September 1, 2004, without the notice to or consent by the Lessee. On September 2, 2004, the
Escrow Agent following payment of the interest payments set forth above shall close the Capitalized Interest
Fund and remit any balance to the Animal Shelter Project Fund.

         2.05. The Escrow Agent shall only be responsible for the safekeeping and investment of the moneys
held in the Animal Shelter Project Fund, and the Cost of Issuance Fund, and the disbursement thereof in
accordance with this Section, and shall not be responsible for the authenticity or accuracy of such certifications
or documents, the application of amounts paid pursuant to such certifications by the persons or entities to
which they are paid, or the sufficiency of the moneys credited to the specific Funds to make the payments
herein required.

         Section 3. Moneys in the Respective Funds; Investment.

          3.01. The moneys and investments held by the Escrow Agent under this Agreement are irrevocably
held for the benefit of Lessee and Lessor, and such moneys, together with any income or interest earned
thereon, shall be expended only as provided in this Agreement, and shall not be subject to levy or attachment
or lien by or for the benefit of any creditor of either Lessee or Lessor. Lessee hereby grants to Lessor a
security interest in the Funds created under this Agreement, and Escrow Agent shall ensure that all forms of
investment permit the Escrow Agent (or Lessor, as applicable) to obtain a security interest or adequate
collateralization in such investments.

          3.02. Moneys held by the Escrow Agent hereunder shall be held for the benefit of the Lessor and the
Lessee as herein provided, shall be disbursed to pay the acquisition cost of the Financed Property and to pay
interest on September 1, 2004, only upon satisfaction of the conditions herein provided for such disbursement
and shall be invested and reinvested by the Escrow Agent upon the direction or order of Lessee only in
Permitted Investments as defined below which shall, as nearly as practicable, mature on or before the dates on
which such money is anticipated to be needed for disbursement hereunder or under the Lease. If Lessee does
not specify such investments on a timely basis, the Escrow Agent shall invest such moneys in a money market
fund of the Escrow Agent and provided investment through such account is permitted under applicable law.
All investments shall be registered in the name of the County of Humboldt only, solely and specifically for
purposes of the escrow hereunder and shall be held by the Escrow Agent. With the approval of Lessee, the
Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by
this Section. Such investments and reinvestments shall be made giving full consideration for the time at which
funds are required to be available.
     In computing the amount in any fund or account, Permitted Investments shall be valued at the lower of the
cost or the par value thereof, exclusive of accrued interest.

    Permitted Investments shall mean any of the following to the extent then permitted by law:

    (I) United States Treasury notes, bonds, bills, or certificates of indebtedness, or obligations for which the
         full faith and credit of the United States of America are pledged for the payment of principal and
         interest (including obligations issued or held in book-entry form on the books of the Department of
         the Treasury of the United States of America and securities which represent an undivided interest in
         such direct obligations), and also any securities now or hereafter authorized, both the principal of and
         interest on which are guaranteed directly by the full faith and credit of the United States of America.
    (II) Bonds or debentures of the Federal Home Loan Board established under the Federal Home Loan
         Bank Act and bonds of any federal home loan bank established under said act; bonds, debentures,
         participation certificates or other obligations of the Government National Mortgage Association or
         the Federal National Mortgage Association established under the National Housing Act, as amended.
    (III) Demand deposits, time certificates of deposit or negotiable certificates of deposit issued by a state or
         nationally chartered bank or trust company, including the Escrow Agent, or a state or national savings
         and loan association, provided that such certificates of deposit shall be (a) continuously and fully
         insured by the Federal Deposit Insurance Corporation or (b) issued by any bank or trust company
         organized under the laws of any state of the United States, or any national banking association,
         having a combined capital and surplus of at least $30,000,000, or the Escrow Agent and such
         maturities shall have maturities of six months or less.
    (IV) Any repurchase agreement with any bank or trust company organized under the laws of any state of
         the United States or any national banking association or government bond dealer reporting to, trading
         with and recognized as a primary dealer by, the Federal Reserve Bank of New York, which
         agreement is secured by any one or more of the securities described in clause (I) or (II) above,
         provided the underlying securities are held by the Escrow Agent or by a bank, trust company or
         primary dealer having a combined capital and surplus of $30,000,000 and being independent of the
         issuer of such repurchase agreement during the term of such repurchase agreement and provided the
         securities are continuously maintained at a market value of not less than 100% of the amount so
         invested.
    (V) Bankers’ acceptances which are issued by a bank or trust company organized under the laws of any
         state of the United States or any national banking association whose short-term obligations are rated
         A-1 by Standard & Poor’s Rating Services (“S&P”) or P-1 by Moody’s Investors Service
         (“Moody’s”);
    (VI) Commercial paper of “prime quality of the highest ranking or of the highest letter and numerical
         rating as provided by Moody’s and S&P, which commercial paper is limited to issuing corporations
         that are organized and operating within the United States of America and that have total assets in
         excess of $500,000,000 and that have an “A” or higher rating for the issuer’s debentures, other than
         commercial paper, as provided by S&P or Moody’s; provided that purchases of eligible commercial
         paper may not exceed 180 days’ maturity nor represent more than 10 percent of the outstanding
         commercial paper of an issuer corporation.
    (VII) Bonds, notes, warrants or other evidences of indebtedness of any of the states of the United States or
         of any political subdivision or public agency thereof which are rated in the highest short-term or three
         highest long-term rating categories by Moody’s or S&P.
    (VIII) Any investment agreement with (a) any bank or trust company organized under the laws of any
         state of the United States or any national banking association or government bond dealer reporting to,
         trading with and recognized as a primary dealer by, the Federal Reserve Bank of New York, having a
         combined capital and surplus of at least $30,000,000, or (b) any corporation that is organized and
         operating within the United States of America and that has total assets in excess of $500,000,000 and
         that has an “A” or higher rating for its debt, other than commercial paper, as provided by Moody’s or
         S&P.
    (IX) Government money market portfolios or money market funds (including funds for which the Escrow
         Agent or its parent, subsidiaries or affiliates may provide investment advisory or other management
         services) restricted to obligations issued or guaranteed as to payment of principal and interest by the
         full faith and credit of the United States, which portfolios have an “Am” or higher rating by Moody’s
         or S&P.
    (X) The Local Agency Investment Fund of the State of California.
    (XI) Any other investment approved in writing by Lessor.
    (XII) Money market or other interest bearing accounts of the Escrow Agent.

    The Escrow Agent may restrict any such investment if required to keep monies available for the purposes
    hereunder.

         3.03. The Escrow Agent shall, without further direction from Lessee, sell such investments as and
when required to make any payment from a specific Fund. Any income received on such investments shall be
credited to the Fund.

       3.04. The Escrow Agent shall furnish to Lessee and Lessor, an accounting of all investments. The
Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment
moneys made by it in accordance with this Section.

         Section 4. Escrow Agent's Authority.

         4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in
good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion
contained in such a writing or instrument, and may assume that any person purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The
Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and
execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person
executing the same; and its duties hereunder shall be limited to those specifically provided herein.

          4.02. Unless the Escrow Agent is guilty of willful misconduct with regard to its duties hereunder,
Lessee hereby agrees to indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other expense, fees, charges of any character or
nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under
this Agreement; and in connection therewith, to indemnify the Escrow Agent against any and all expenses,
including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any
claim. The Escrow Agent shall be vested with a lien on all monies deposited hereunder, for indemnification,
for reasonable attorneys' fees and court costs, for any suit, interpleader or otherwise, or any other expense, fees
or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes
arising between Lessee and Lessor as to the correct interpretation of the Lease or this Agreement and
instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless
of the instructions aforesaid, to hold the said Property until and unless said additional expenses, fees and
charges shall be fully paid.

         4.03. If Lessee or Lessor shall be in disagreement about the interpretation of the Lease or this
Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow
Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve
the disagreement. The Escrow Agent shall be indemnified for all costs, including reasonable attorneys' fees, in
connection with such civil action, and shall be fully protected in suspending all or part of its activities under
this Agreement until a final judgment in such action is received.

         4.04. The Escrow Agent may consult with counsel of its own choice and shall have full and complete
authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable
for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by its
willful misconduct.



         Section 5. Escrow Agent's Compensation.

           The Escrow Agent waives compensation for the ordinary services to be rendered hereunder. The
party requesting any other services (including any disputed items) shall be responsible for the costs of such
services.

         Section 6. Change of Escrow Agent.
         6.01. A national banking association or a state bank qualified as a depository of public funds, or a
mutually agreed entity, may be substituted to act as Escrow Agent under this Agreement, upon agreement of
the parties hereto. Such substitution shall not be deemed to affect the rights or obligations of the parties.
Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent its rights under
this Agreement.

          6.02. The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee or
Lessor of its intention to resign and of the proposed date of resignation, which shall be a date not less than
thirty (30) days after such notice is deposited in the United States mail with postage fully prepaid, unless an
earlier resignation date and the appointment of a successor Escrow Agent shall have been or are approved by
Lessee or Lessor.

         6.03. The Escrow Agent may appoint an agent to exercise any of the powers, right or remedies
granted to the Escrow Agent under this Agreement, and to hold title to Property or to take any other action
which may be desirable or necessary.

         Section 7. Administrative Provisions.

          7.01. The Escrow Agent shall keep complete and accurate records of all moneys received and
disbursed under this Agreement, which shall be available for inspection by Lessee and Lessor, or the agent of
either of them, at any time during regular business hours.

         7.02. All written notices to be given under this Agreement shall be given by mail, facsimile or private
courier service to the party entitled thereto at its address or phone number set forth below, or at such address
or phone number as the party may provide to the other parties hereto in writing from time to time. Any such
notice shall be deemed to have been received forty-eight (48) hours after deposit in the United States mail in
registered form, with postage fully prepaid, provided that notices sent via facsimile or private courier service
shall be deemed received when delivered. Notices provided by electronic mail will also require physical
delivery pursuant to the above.

         7.03. This Agreement shall be construed by, and governed in accordance with, the laws of the State of
California.

         7.04. Any provision of this Agreement found to be prohibited by law shall be ineffective only to the
extent of such prohibition, and shall not invalidate the remainder of this Agreement.

        7.05. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under the Lease and any payments due to Lessor
hereunder from and after the date of such assignment is filed with the Escrow Agent.

         7.06. This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same Agreement.

       7.07. This Agreement shall terminate upon disbursement by the Escrow Agent of all moneys held by it
hereunder.
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.

                                   PACIFIC CAPITAL BANK, N.A., dba FIRST NATIONAL
                                   BANK OF CENTRAL CALIFORNIA, Escrow Agent


                                       By: _____________________
                                       Title: ___________________


                                       1001 South Main Street
                                       Salinas, CA 93901
                                       Attn: Sue Burnham
                                             Vice President
                                       (831) 751-7647; fax: (831) 757-6407
                                       email: sue@1stnational.com


                                   TRANSOCEAN FUNDING/HUMBOLDT, INC., Lessor


                                       By: _____________________
                                           Joshua G. Cooperman, President

                                       111 Anza Boulevard, Ste. 107
                                       Burlingame, CA 94010
                                       (650) 342-2266; fax: (650) 342-9719
                                       email: jgcooperma@aol.com


                                   COUNTY OF HUMBOLDT, Lessee


                                       By: ______________________
                                           Bonnie Neely, Chair, Board of Supervisors


                                       825 Fifth Street
                                       Eureka, CA 95501
                                       Attn: Stephen A. Strawn
                                             Treasurer-Tax Collector
                                       (707) 445-7332
                                       Fax: (707) 445-7608
                                       Email: strawns@humboldt1.com
                                                    EXHIBIT A

                                              Payment Request Form

         Pacific Capital Bank, N.A., dba First National Bank of Central California, as Escrow Agent, pursuant to
that certain Escrow Agreement dated as of March 9, 2004, by and among the said Escrow Agent, Transocean
Funding/Humboldt, Inc. and County of Humboldt, California ("Lessee"), is hereby requested to pay, from the
Animal Shelter Project Fund (Account No. 42-104158) held under said Escrow Agreement, to the persons, firms
or corporations designated below as payee, the amount set forth opposite each such person's, firm's or corporation's
name, in payment of the cost (as defined in said Escrow Agreement) of the Property described on the attached
page(s) designated opposite such Payee's name and account, or, if indicated, in payment of the interest portion of
Rental Payments now done or which were previously paid by Lessee:

                   Payee            Amount             Property




          The undersigned hereby certifies with respect to a request for a disbursement of cost that attached hereto
is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of
the Property described in the attached pages: (1) Property order form; (2) a contractor’s, manufacturer's or dealer's
invoice and any architect’s approval form; and (3) Lessee's acceptance certificate relating to the Property in the
form prescribed by the Lease described in the Escrow Agreement. The undersigned also certifies that no other
request for payment respecting the above has been made and that no event of default or non-appropriation by the
undersigned has occurred under the Lease.

                                                       Dated: ___________, 200__

                                                       COUNTY OF HUMBOLDT


                                                       By:________________________________________

                                                       Its:________________________________________

Agreed.

TRANSOCEAN FUNDING/HUMBOLDT, INC. (Lessor)

By:________________________________________

Its:________________________________________
                                                EXHIBIT B
                                           FINANCED PROPERTY




1. Animal Shelter, located at Eureka-Arcata Airport.
                                          ARBITRAGE CERTIFICATE

    I, Jill Geist, hereby certify that I am the duly qualified and acting Chair of the Board of Supervisors of
    Humboldt County, California (the "Lessee"), and that in my official capacity as such officer I am responsible
    for executing and delivering, on behalf of the Lessee, a Master Lease/Purchase Agreement dated as of March
    9, 2004 (the "Lease"), by and between Transocean Funding/Humboldt, Inc., as lessor (the "Lessor") and the
    Lessee, as lessee. This Certificate is being issued pursuant to Section 148 of the Internal Revenue Service
    Code of 1986 (the "Code"), and Treasury Regulations, Sections 1.148-2(b)(2)(ii) promulgated thereunder (the
    "Regulations") to certify certain facts and expectations regarding the Lease.

              1. Under the Lease, the Lessor is required to lease the Property described on Exhibit B thereto
    (collectively the “Property”) and to the Lessee; and the Lessee is required to lease the Property from Lessor by
    paying rent with respect thereto, comprising principal and interest, on the dates and in the amounts set forth in
    the pages of Lease Exhibit C. Proceeds from such financing will be used by the County to acquire the
    Property, including capitalized interest and costs of issuance, and are being funded through an Escrow
    Agreement dated as of March 9, 2004, among the Lessor, the Lessee and Pacific Capital Bank, N.A., dba First
    National Bank of Central California, as escrow agent (the "Agent").

             2. Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the
    Lessee of the availability of money needed to pay the cost of the Property when due, the Lessor and the Lessee
    have entered the aforementioned Escrow Agreement (the "Escrow Agreement").

             3. The obligations of the Lessee under Exhibit C to the Lease with respect to the Property described
    on Lease Exhibit B commence on March 9, 2004, and the Escrow Agreement respecting this Arbitrage
    Certificate is being executed as part of an escrow arrangement for certain funds held on behalf of the Lessee
    respecting the Financed Property. Such amount will be used to pay the cost of the Financed Property on
    Exhibit B hereto, which is estimated to be $3,_________, excluding costs of issuance.

             4. Pursuant to the Lease, the Lessee or the Lessor will, within six months of the date hereof, enter into
    contracts providing for the acquisition and installation and construction of the Property in an aggregate amount
    of not less than approximately $3,_______, and any interest earnings from the Animal Shelter Project Fund
    and the Capitalized Interest Fund will either be applied to the acquisition cost of the Property or be used to pay
    rentals due under the Lease or for such other governmental purposes of the Lessee.

            5. The Lessee or the Lessor will proceed to acquire and install the Property with due diligence and,
    based upon the contracts described in paragraph 4 hereof, the Property will be acquired and accepted on or
    before March 9, 2006.

             6. All of the spendable proceeds in the Animal Shelter Project Fund established pursuant to the
    Escrow Agreement will be expended on the Property respectively by December 4, 2004, with 10% of the
    proceeds spent by September 2, 2004, 45% spent by March 9, 2005 and 75% spent by September 2, 2005, and
    the balance by March 9, 2006.

              7. The original proceeds of the Lease and the interest to be earned thereon do not exceed, or in any
    event do not exceed by more than 5%, the amount necessary for the governmental purpose for which the Lease
    is entered into.

             8. No sinking fund within the meaning of Regulation Section 1.148-1(c)(2) will be maintained for the
payment of the rent due under the Lease.

        9. The Property have not been, and are not expected to be during the term of the Lease, sold or otherwise
disposed of by the Lessee.




COUNTY OF HUMBOLDT
Arbitrage Certificate
March 9, 2004
Page 2

         10. If the Lessee issues more than $5,000,000 of obligations bearing interest which is exempt from federal
income taxation under the Code during the current calendar year, and the proceeds of the Lease deposited in the
Animal Shelter Project Fund are not expended within two years of the date of deposit within the time frames
referred to in paragraph 3 hereof, the Lessee will comply with the requirements of Section 148(f) of the Code and
will rebate to the United States of America any investment earnings on the Animal Shelter Project Fund in excess
of the amount which would have been earned if the money in such Fund had been invested at a yield equal to the
yield on the Lease. Lessee will also as appropriate complete and file all applicable arbitrage returns with the
Internal Revenue Service.

         WITNESS my hand as of this 2nd day of March, 2004.




                                      COUNTY OF HUMBOLDT


                                      ____________________________________________
                                      Jill Geist, Chair, Board of Supervisors
                                            Payment Request No. ___

         Pacific Capital Bank, N.A., dba First National Bank of Central California, as Escrow Agent, pursuant to
that certain Escrow Agreement dated as of March 9, 2004, by and among the said Escrow Agent, Transocean
Funding/Humboldt, Inc. and County of Humboldt, California ("Lessee"), is hereby requested to pay, from the
Animal Shelter Project Fund (Account No. 42-104158) held under said Escrow Agreement, to the persons, firms
or corporations designated below as payee, the amount set forth opposite each such person's, firm's or corporation's
name, in payment of the cost (as defined in said Escrow Agreement) of the Property described on the attached
page(s) designated opposite such Payee's name and account, or, if indicated, in payment of the interest portion of
Rental Payments now done or which were previously paid by Lessee:

                   Payee                               Amount            Property




                      Wire Proceeds or Send Check to:




          The undersigned hereby certifies with respect to a request for a disbursement of cost that attached hereto
is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of
the Property described in the attached pages: (1) Property order form; (2) a contractor’s, manufacturer's or dealer's
invoice and any architect’s approval form; and (3) Lessee's acceptance certificate relating to the Property in the
form prescribed by the Lease described in the Escrow Agreement. The undersigned also certifies that no other
request for payment respecting the above has been made and that no event of default or non-appropriation by the
undersigned has occurred under the Lease.

                                                       Dated: ______________________, 200__

                                                       COUNTY OF HUMBOLDT

                                                       By:________________________________________

                                                       Its:________________________________________

Agreed.

TRANSOCEAN FUNDING/HUMBOLDT, INC., Lessor

By:________________________________________

Its:________________________________________
                                           BOARD OF SUPERVISORS
                                             HUMBOLDT COUNTY
                                              825 FIFTH STREET
                                          EUREKA, CALIFORNIA 95501




March 9, 2004

Sue Burnham
Vice President
Pacific Capital Bank, N.A.,
  dba First National Bank of Central California,
  as Escrow Agent
P.O. Box 1786
Salinas, CA 93902-1786

Dear Sue:

This is to confirm our arrangements regarding the Animal Shelter Project Fund (Acct. 42-104158) and the
Capitalized Interest Fund established pursuant to that certain Escrow Agreement dated as of March 9, 2004, among
Humboldt County, Transocean Funding/Humboldt, Inc. and Pacific Capital Bank, N.A., dba First National Bank of
Central California,, as escrow agent, for the financing of an animal shelter in McKinleyville.

Humboldt County hereby grants Transocean Funding/Humboldt, Inc. a security interest in such Funds, and
confirms Transocean Funding/Humboldt, Inc.’s status as a secured party pursuant to Section 9000 et seq. of the
California Commercial Code, provided that absent any default by Humboldt County under the Lease or the Escrow
Agreement or any event of non-appropriation under the Lease, the County may request disbursements from such
Funds as provided under the Escrow Agreement.

This is to confirm that the interest rate on the Animal Shelter Project Fund shall be ____%.

Please retain a copy of this letter in your files for such Funds.

Sincerely yours,



Jill Geist
Chair


ACKNOWLEDGED AND AGREED TO.

TRANSOCEAN FUNDING/HUMBOLDT, INC. (Lessor)



_________________________________
Joshua G. Cooperman
President
March 9, 2004

__________________
__________________
__________________

Dear ____:

This letter is to serve as our request on behalf of the County of Humboldt to provide the proceeds for funding of
the Master Lease/Purchase Agreement dated as of March 9, 2004 between the County and our company.

The proceeds are set forth below:

         1.   $3,_________ Principal
         2.   $ ________ Capitalized Interest

         Total: $3,___,___.__

Please wire the proceeds to Pacific Capital Bank, N.A., dba First National Bank of Central California, 1001 South
Main Street, Salinas, CA 93901, ABA No. 1211-40713, FBO County of Humboldt Property Fund Acct. No. 42-
104158, and the Capitalized Interest Fund Account No. 42-104166, Attn: Sue Burnham, Vice President, (831)
751-7647.

We thank you for your assistance in funding of this financing.

Sincerely yours,



Joshua G. Cooperman
President

cc: Escrow Agent



AGREED TO AND ACCEPTED.

HUMBOLDT COUNTY



Stephen A. Strawn, Treasurer-Tax Collector
March 9, 2004

Sue Burnham
Vice President
First National Bank of Central California
P.O. Box 1786
Salinas, CA 93902-1786

Dear Sue:

This letter is to serve as your instructions regarding disposition of a $3,____,____ wire transfer from Transocean
Funding/Humboldt, Inc. constituting the proceeds of the lease-leaseback financing for the March 9, 2004 for the
animal shelter project with Humboldt County.

Please disburse the proceeds as follows:

         1.   $    to the Animal Shelter Project Fund (Acct. 42-104158)
         2.   $    to the Capitalized Interest Fund (Acct. 42-104166)

All of the above accounts are to be interest bearing and have the tax identification number of Humboldt County
(94-6000513W).

The funds in the Animal Shelter Project Fund are to be held for disbursement pursuant to instructions of the
County and Lessor. The funds in the Capitalized Interest Account are to pay the interest due on the issue on
September 1, 2004.

Statements on the Animal Shelter Project Fund and Capitalized Interest Fund should be sent to (i) Transocean
Funding/Humboldt, Inc., 111 Anza Boulevard, Ste. 107, Burlingame, CA 94010, Attn: Josh Cooperman, and (ii)
Humboldt County, Room 125, 825 Fifth Street, CA 95501, Attn: Stephen A. Strawn, Treasurer-Tax Collector.

Please note that unless the County defaults under the Lease or there is a mandatory redemption of funds to the
Lessor under the Escrow Agreement, following closure of the Animal Shelter Project Fund, currently contemplated
for March 1, 2005, and the Capitalized Interest Fund, currently contemplated for September 1, 2004, any
remaining funds in these accounts, including interest earnings, will be transferred as defined in Sections 2.03, 2.04
and 2.05 of the Escrow Agreement.
Sue Burnham
March 9, 2004
Page Two


Should you have any questions, please do not hesitate to contact me at 650/342-2266.

We thank you for your assistance and cooperation in handling these requests.

Sincerely yours,



Joshua G. Cooperman
President




AGREED TO AND ACCEPTED.




Stephen A. Strawn
Treasurer-Tax Collector

				
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