[FERGUSON & COMPANY LETTERHEAD]

                                 March 31, 1998



Board of Directors
Douglas Savings Bank
14 North Dryden Avenue
Arlington Heights, Illinois

Gentlemen:

         All  capitalized  terms  not  otherwise  defined  in this  letter  have
meanings  given  such  terms in the Plan of  Conversion  adopted by the Board of
Directors of Douglas  Savings Bank,  Arlington  Heights,  Illinois,  ("Bank") on
February 4, 1998.

         It is our understanding  that, pursuant to Office of Thrift Supervision
regulations,  subscription rights are  non-transferable.  Persons violating such
prohibition  may lose their rights to purchase  stock in the  Conversion  and be
subject to other possible sanctions.

         Because the  Subscription  Rights to purchase shares of Common Stock in
the Bank to be issued to the Bank's employee stock benefit plans,  depositors of
the Bank, and to other members of the Bank will be acquired by such  recipients,
without cost, will be non-transferable and of short duration and will afford the
recipients  the right only to purchase  shares of Common Stock at the same price
as will paid by members of the general public in a Community Offering, we are of
the opinion that:

     (1)  the Subscription  Rights will have no ascertainable  fair market value
          and,

     (2)  the price at which the Subscription Rights are exercisable will not be
          more or less than the fair  market  value of the shares on the date of
          exercise.


                                 Sincerely,
                                 Ferguson & Company

                                 /s/ Charles M. Hebert

                                 Charles M. Hebert
                                 Principal