Exhibit 4.2
                                  -----------


                         SUBSEQUENT TRANSFER INSTRUMENT

                  Pursuant to this Subsequent Transfer Instrument, dated
December 20, 2002 (the "Instrument"), between Ameriquest Mortgage Securities
Inc. as seller (the "Depositor") and Deutsche Bank National Trust Company as
trustee (the "Trustee") of the Ameriquest Mortgage Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2002-D, and pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Ameriquest Mortgage Company as
seller and master servicer, the Federal Home Loan Mortgage Corporation as
guarantor with respect to the Class AF, Class AV and Class S Certificates and
the Trustee as trustee, the Depositor and the Trustee agree to the sale by the
Depositor and the purchase by the Trustee on behalf of the Trust Fund, of the
Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
"Subsequent Mortgage Loans").

                  Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Pooling and Servicing Agreement.

                  Section 1.        Conveyance of Subsequent Mortgage Loans.

                  (a) The Depositor does hereby sell, transfer, assign, set over
and convey to the Trustee on behalf of the Trust Fund, without recourse, all of
its right, title and interest in and to the Subsequent Mortgage Loans, and
including all amounts due on the Subsequent Mortgage Loans after the related
Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage
Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing
Agreement; provided, however that the Depositor reserves and retains all right,
title and interest in and to amounts due on the Subsequent Mortgage Loans on or
prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously
with the delivery of this Agreement, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Subsequent Mortgage Loan Schedule shall be
absolute and is intended by the Depositor, the Master Servicer, the Trustee and
the Certificateholders to constitute and to be treated as a sale by the
Depositor to the Trust Fund.

                  (b) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, in, to and under the Subsequent
Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor
as purchaser and the Master Servicer as originator and as seller, to the extent
of the Subsequent Mortgage Loans.

                  (c) Additional terms of the sale are set forth on Attachment A
hereto.

         Section 2.        Representations and Warranties; Conditions Precedent.

                  (a) The Depositor hereby confirms that each of the conditions
precedent and the



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representations and warranties set forth in Section 2.08 of the Pooling and
Servicing Agreement are satisfied as of the date hereof.

                  (b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict, the provisions of this Instrument shall control over the
conflicting provisions of the Pooling and Servicing Agreement.

                  Section 3.        Recordation of Instrument.

                  To the extent permitted by applicable law, this Instrument, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.

                  Section 4.        Governing Law.

                  This Instrument shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

                  Section 5.        Counterparts.

                  This Instrument may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same instrument.

                  Section 6.         Successors and Assigns.

                  This Instrument shall inure to the benefit of and be binding
upon the Depositor, the Trustee and their respective successors and assigns.





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                                           AMERIQUEST MORTGAGE SECURITIES INC.


                                           By:
                                           Name:
                                           Title:

                                           DEUTSCHE BANK NATIONAL TRUST
                                           COMPANY, as Trustee


                                           By:
                                           Name:
                                           Title:


ATTACHMENTS

A.                Additional terms of sale.
B.                Schedule of Subsequent Mortgage Loans.




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                                  ATTACHMENT A

                            ADDITIONAL TERMS OF SALE

         A.       General

                  1.       Subsequent Cut-off Date: December 1, 2002
                  2.       Subsequent Transfer Date: December 20, 2002
                  3.       Aggregate Principal Balance of the Subsequent
                           Mortgage Loans as of the Subsequent Cut-off Date:
                           $318,008,463.51
                  4.       Purchase Price: 100.00%

         B.       The following representations and warranties with respect to
each such Subsequent Mortgage Loan determined as of the applicable Cut-off Date
are true and correct: (i) such Subsequent Mortgage Loan may not be 30 or more
days delinquent as of the related Subsequent Cut- off Date and such Subsequent
Mortgage Loan may not have been 30 or more days delinquent since origination;
provided, however, all of the Subsequent Mortgage Loans may have a first payment
date occurring on or after the Subsequent Cut-off Date and therefore, such
Subsequent Mortgage Loans could not have been delinquent as of the Subsequent
Cut-off Date; (ii) the original term to stated maturity of such Subsequent
Mortgage Loan will not be less than 180 months and will not exceed 360 months
from its first payment date; (iii) such Subsequent Mortgage Loan will not have a
Loan- to-Value ratio greater than 95.00%; (iv) all such Subsequent Mortgage
Loans will have, as of the applicable Subsequent Cut-off Date, a weighted
average term since origination not in excess of 2 months; (v) if such Subsequent
Mortgage Loan is a Group I Mortgage Loan, such Subsequent Mortgage Loan will
have a fixed Mortgage Rate that is not less than 5.450% per annum; (vi) if such
Subsequent Mortgage Loan is a Group II Mortgage Loan, such Subsequent Mortgage
Loan will have an initial adjustable Mortgage Rate that is not less than 5.450%
per annum; (vii) if such Subsequent Mortgage Loan is a Group II Mortgage Loan,
such Subsequent Mortgage Loan will have a Gross Margin not less than 3.250% per
annum; (vii) if such Subsequent Mortgage Loan is a Group II Mortgage Loan, such
Subsequent Mortgage Loan must have a Maximum Mortgage Rate not less than 11.450%
per annum; (viii) if such Subsequent Mortgage Loan is a Group II Mortgage Loan,
such Subsequent Mortgage Loan must have a Minimum Mortgage Rate not less than
5.450% per annum; (ix) such Subsequent Mortgage Loan may not provide for
negative amortization; (x) such Subsequent Mortgage Loan shall have been
serviced by the Master Servicer since origination or the date of purchase; (xi)
such Subsequent Mortgage Loan must have a first payment date occurring on or
before March 1, 2003 and (xii) such Subsequent Mortgage Loan shall have been
underwritten in accordance with the Seller's (in its capacity as originator)
underwriting criteria as described in the Information Circular.

         C. Following the purchase of any Subsequent Group I Mortgage Loan to be
included in Loan Group I, the Group I Mortgage Loans, including such Subsequent
Group I Mortgage Loans (each Initial Group I Mortgage Loan and Subsequent Group
I Mortgage Loan to be measured as of its related Cut-off Date) as of the
applicable Subsequent Transfer Date: (i) will have a weighted average original
term to stated maturity of not more than 360 months, (ii) will



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have a weighted average term since origination not in excess of 1.562 months;
(iii) will have a weighted average Mortgage Rate of not less than 7.884% per
annum; (iv) will have a weighted average Loan-to-Value Ratio of not more than
80.911%; (v) will have no Mortgage Loan with a Principal Balance that does not
conform to Freddie Mac loan limits; (vi) will be secured by Mortgaged Properties
in any one state representing no more than 19.028% of the aggregate Principal
Balance of the Group I Mortgage Loans; (vii) will be secured by Mortgaged
Properties in any one zip code representing no more than 0.578% of the aggregate
Principal Balance of the Group I Mortgage Loans; (viii) will be secured by
non-owner occupied Mortgaged Properties representing no more than 6.657% of the
aggregate Principal Balance of the Group I Mortgage Loans; (ix) will be secured
by two- to four-family Mortgaged Properties representing no more than 11.0587%
of the aggregate Principal Balance of the Group I Mortgage Loans; (x) will have
a weighted average FICO score at the time of loan application of the related
mortgagor of not less than 655 and in any event, not less than 642; (xi) will
have a refinance debt-consolidation cashout loan purpose representing no more
than 55.596% of the aggregate Principal Balance of the Group I Mortgage Loans;
(xii) will have Prepayment Charge provisions with respect to no less than
78.055% of the aggregate Principal Balance of the Group I Mortgage Loans; (xiii)
will have a Seller's risk grade of IV, V and VI representing no more than
1.337%, 0.296% and 0.064%, respectively, of the aggregate Principal Balance of
the Group I Mortgage Loans; (xiv) will have Mortgage Loans with a Seller's risk
grade of B, C and D representing no more than 3.114%, 0.444% and 0.148%,
respectively, of the aggregate Principal Balance of the Group I Mortgage Loans;
(xv) will have Mortgage Loans with a Loan-to-Value Ratio at origination of
80.00% representing no more than 11.094% of the aggregate Principal Balance of
the Group I Mortgage Loans; (xvi) will have Mortgage Loans with a Loan-to-Value
Ratio at origination in excess of 80.00% representing no more than 59.74% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xvii) will have
Mortgage Loans with a Loan-to-Value Ratio at origination in excess of 90.00%
representing no more than 5.61% of the aggregate Principal Balance of the Group
I Mortgage Loans; (xviii) will have no Mortgage Loans with a Loan-to- Value
Ratio at origination in excess of 95.00%; (xix) will have been underwritten in
accordance with the Seller's Full Documentation Program representing not less
than 71.988% of the aggregate Principal Balance of the Group I Mortgage Loans;
(xx) will have been underwritten in accordance with the Seller's Limited
Documentation Program representing not more than 7.360% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xxi) will have been
underwritten in accordance with the Seller's Stated Income Documentation Program
representing not more than 20.653% of the aggregate Principal Balance of the
Group I Mortgage Loans; (xxii) will have an average prepayment period of 29.719
months; and (xxiii) will have Mortgage Loans covered by the PMI Policy
representing no less than 88.60% of the aggregate Principal Balance of the Group
I Mortgage Loans.

         In the discretion of the Guarantor and the NIMS Insurer, Subsequent
Group I Mortgage Loans with characteristics varying from those set forth above
may be purchased by the Trust; provided, however that the addition of such
Mortgage Loans will not materially affect the aggregate characteristics of Loan
Group I.





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         D. Following the purchase of any Subsequent Group II Mortgage Loan to
be included in Loan Group II, the Group II Mortgage Loans, including such
Subsequent Group II Mortgage Loans (each Initial Group II Mortgage Loan and
Subsequent Group II Mortgage Loan to be measured as of its related Cut-off Date)
as of the applicable Subsequent Transfer Date: (i) will have a weighted average
original term to stated maturity of not more than 360 months, (ii) will have a
weighted average term since origination not in excess of 1.275 months; (iii)
will have a weighted average Mortgage Rate of not less than 8.254% per annum;
(iv) will have a weighted average Loan-to-Value Ratio of not more than 80.575%;
(v) will have a weighted average Gross Margin that is not less than 6.201% per
annum; (vi) will have a weighted average Maximum Mortgage Rate of not less than
14.254% per annum; (vii) will have a weighted average Minimum Mortgage Rate of
not less than 8.254% per annum; (viii) will have no Mortgage Loan with a
Principal Balance that does not conform to Freddie Mac loan limits; (ix) will be
secured by Mortgaged Properties in any one state representing no more than
23.683% of the aggregate Principal Balance of the Group II Mortgage Loans; (x)
will be secured by Mortgaged Properties in any one zip code representing no more
than 0.340% of the aggregate Principal Balance of the Group II Mortgage Loans;
(xi) will be secured by non-owner occupied Mortgaged Properties representing no
more than 5.201% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xii) will be secured by two- to four-family Mortgaged Properties
representing no more than 7.564% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xiii) will have a weighted average FICO score at the time of
loan application of the related mortgagor of not less than 604 and in any event,
not less than 588.269; (xiv) will have a refinance debt-consolidation cashout
loan purpose representing no more than 55.668% of the aggregate Principal
Balance of the Group II Mortgage Loans; (xv) will have Prepayment Charge
provisions with respect to no less than 79.931% of the aggregate Principal
Balance of the Group II Mortgage Loans; (xvi) will have a Seller's risk grade of
B, C and D representing no more than 9.299%, 5.337% and 0.131%, respectively, of
the aggregate Principal Balance of the Group II Mortgage Loans; (xvii) will have
a Seller's risk grade of IV, V and VI representing no more than 3.059%, 1.362%
and 0.169%, respectively, of the aggregate Principal Balance of the Group II
Mortgage Loans; (xviii) will have Mortgage Loans with a Loan-to-Value Ratio at
origination of 80.00% representing no more than 12.123% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xix) will have Mortgage Loans
with a Loan-to-Value Ratio at origination in excess of 80.00% representing no
more than 54.889% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xx) will have Mortgage Loans with a Loan-to- Value Ratio at origination
in excess of 90.00% representing no more than 5.014% of the aggregate Principal
Balance of the Group II Mortgage Loans; (xxi) will have no Mortgage Loans with a
Loan- to-Value Ratio at origination in excess of 95.00%; (xxii) will have been
underwritten in accordance with the Seller's Full Documentation Program
representing not less than 72.293% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xxiii) will have been underwritten in accordance with
the Seller's Limited Documentation Program representing not more than 6.224% of
the aggregate Principal Balance of the Group II Mortgage Loans; (xxiv) will have
been underwritten in accordance with the Seller's Stated Income Documentation
Program representing not more than 21.483% of the aggregate Principal Balance of
the Group II Mortgage Loans; (xxv) will have their first adjustment two years
following their date of origination; (xxvi) will have an average prepayment
period of 31.031 months and (xxvii) will have Mortgage Loans covered by the PMI
Policy representing no less than 80.29% of the aggregate Principal Balance of
the Group II Mortgage



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Loans.

         In the discretion of the Guarantor and the NIMS Insurer, Subsequent
Group II Mortgage Loans with characteristics varying from those set forth above
may be purchased by the Trust; provided, however that the addition of such
Mortgage Loans will not materially affect the aggregate characteristics of Loan
Group II.








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                                  ATTACHMENT B

                      SCHEDULE OF SUBSEQUENT MORTGAGE LOANS

                                [FILED BY PAPER]