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

                         SUBSEQUENT TRANSFER INSTRUMENT

                  Pursuant to this Subsequent Transfer Instrument, dated October
23, 2002 (the "Instrument"), between Ameriquest Mortgage Securities Inc. as
seller (the "Depositor"), and Deutsche Bank National Trust Company as trustee of
the Ameriquest Mortgage Securities Inc., Series 2002-C, Asset-Backed Pass
Through Certificates, as purchaser (the "Trustee"), and pursuant to the Pooling
and Servicing Agreement, dated as of October 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 A 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, of the Mortgage Loans
listed on the attached Schedule of Subsequent 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, 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 Ameriquest Mortgage Company as seller, to the extent of the
Subsequent Mortgage Loans.

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






<PAGE>



                  Section 2.        REPRESENTATIONS AND WARRANTIES; CONDITIONS
                                    PRECEDENT.

                  (a) The Depositor hereby confirms that each of the conditions
precedent 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 and the Trustee and their respective successors and assigns.




<PAGE>





                                       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.





<PAGE>



                                  ATTACHMENT A
                                  ------------

                            ADDITIONAL TERMS OF SALE

         A.       General

                  1.       Subsequent Cut-off Date: October 1, 2002
                  2.       Subsequent Transfer Date: October 23, 2002
                  3.       Aggregate Principal Balance of the Subsequent
                           Mortgage Loans as of the Subsequent Cut-off Date:
                           $236,575,741.02
                  4.       Purchase Price: 100.00%

         B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the Subsequent 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 6.400% 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 5.850%
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 5.000% 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 11.850%
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
5.850% 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 January 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 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 have a weighted
average term



<PAGE>



since origination not in excess of 2 months; (iii) will have a weighted average
Mortgage Rate of not less than 8.211% per annum; (iv) will have a weighted
average Loan-to-Value Ratio of not more than 79.98%; (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 19.84% 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 0.594% 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 5.70% 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 11.67% of the aggregate Principal
Balance of the Group I Mortgage Loans; (x) will have a weighted average FICO
score of the related mortgagor of not less than 649 at the time of loan
application and in any event, not less than 629; (xi) will have a refinance
debt- consolidation cashout loan purpose representing no more than 59.67% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xii) will have
Prepayment Charge provisions with respect to no less than 80.20% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xiii) will have a
Seller's risk grade of VI representing no more than 0.11% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xiv) will have Mortgage Loans
with a Seller's risk grade of V representing no more than 0.23% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xv) will have Mortgage Loans
with a Seller's risk grade of IV representing no more than 1.74% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xvi) will have
Mortgage Loans with a Seller's risk grade of B, C and D representing no more
than 0.94%, 0.00% and 0.00%, respectively, of the aggregate Principal Balance of
the Group I Mortgage Loans; (xvii) will have Mortgage Loans with a Loan-to-Value
Ratio at origination of 80.00% representing no more than 10.23% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xviii) will have Mortgage
Loans with a Loan-to-Value Ratio at origination in excess of 80.00% representing
no more than 54.80% of the aggregate Principal Balance of the Group I Mortgage
Loans; (xix) will have Mortgage Loans with a Loan-to-Value Ratio at origination
in excess of 90.00% representing no more than 1.67% of the aggregate Principal
Balance of the Group I Mortgage Loans; (xx) will have no Mortgage Loans with a
Loan-to-Value Ratio at origination in excess of 95.00%; (xxi) will have been
underwritten in accordance with the Seller's Full Documentation Program
representing not less than 74.11% of the aggregate Principal Balance of the
Group I Mortgage Loans; (xxii) will have been underwritten in accordance with
the Seller's Limited Documentation Program representing not more than 6.58% of
the aggregate Principal Balance of the Group I Mortgage Loans; (xxiii) will have
been underwritten in accordance with the Seller's Stated Income Documentation
Program representing not more than 19.31% of the aggregate Principal Balance of
the Group I Mortgage Loans and (xxiv) will have an average prepayment period of
approximately 29.74 months.

           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 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 2 months; (iii) will have a
weighted average Mortgage Rate of not less than 8.877% per annum; (iv) will have
a weighted average Loan-to-Value Ratio of not more than



<PAGE>


80.16%; (v) will have a weighted average Gross Margin that is not less than
6.396% per annum; (vi) will have a weighted average Maximum Mortgage Rate of not
less than 14.877% per annum; (vii) will have a weighted average Minimum Mortgage
Rate of not less than 8.877% 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
19.69% 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 0.25% 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 4.83% 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 7.82% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xiii) will have a weighted average FICO score of the related
mortgagor of not less than 596 at the time of loan application and in any event,
not less than 579; (xiv) will have a refinance debt-consolidation cashout loan
purpose representing no more than 55.77% of the aggregate Principal Balance of
the Group II Mortgage Loans; (xv) will have Prepayment Charge provisions with
respect to no less than 78.16% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xvi) will have a Seller's risk grade of D representing no
more than 0.23% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xvii) will have Mortgage Loans with a Seller's risk grade of C
representing no more than 4.71% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xviii) will have Mortgage Loans with an Seller's risk grade
of B representing no more than 9.42% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xix) will have a Seller's risk grade of VI
representing no more than 0.52% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xx) will have Mortgage Loans with a Seller's risk grade of V
representing no more than 1.86% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xxi) will have Mortgage Loans with an Seller's risk grade of
IV representing no more than 3.04% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xxii) will have Mortgage Loans with a Loan-to-Value
Ratio at origination of 80.00% representing no more than 12.21% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xxiii) will have Mortgage
Loans with a Loan-to-Value Ratio at origination in excess of 80.00% representing
no more than 52.24% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xxiv) will have Mortgage Loans with a Loan-to-Value Ratio at origination
in excess of 90.00% representing no more than 3.01% of the aggregate Principal
Balance of the Group II Mortgage Loans; (xxv) will have no Mortgage Loans with a
Loan-to-Value Ratio at origination in excess of 95.00%; (xvi) will have been
underwritten in accordance with the Seller's Full Documentation Program
representing not less than 70.54% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xxvii) will have been underwritten in accordance with
the Seller's Limited Documentation Program representing not more than 5.54% of
the aggregate Principal Balance of the Group II Mortgage Loans; (xxviii) will
have been underwritten in accordance with the Seller's Stated Income
Documentation Program representing not more than 23.91% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xxix) will have their first
adjustment two years following their date of origination and (xxx) will have an
average prepayment period of approximately 30.36 months.

<PAGE>

                         SUBSEQUENT TRANSFER INSTRUMENT

                  Pursuant to this Subsequent Transfer Instrument, dated
November 15, 2002 (the "Instrument"), between Ameriquest Mortgage Securities
Inc. as seller (the "Depositor"), and Deutsche Bank National Trust Company as
trustee of the Ameriquest Mortgage Securities Inc., Series 2002-C, Asset-Backed
Pass Through Certificates, as purchaser (the "Trustee"), and pursuant to the
Pooling and Servicing Agreement, dated as of October 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 A 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, of the
Mortgage Loans listed on the attached Schedule of Subsequent 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, 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 Ameriquest Mortgage Company 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 set forth



<PAGE>



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 and the Trustee and their respective successors and assigns.




<PAGE>





                                       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.





<PAGE>



                                  ATTACHMENT A
                                  ------------

                            ADDITIONAL TERMS OF SALE

         A.       General

                  1.       Subsequent Cut-off Date: November 1, 2002
                  2.       Subsequent Transfer Date: November 15, 2002
                  3.       Aggregate Principal Balance of the Subsequent
                           Mortgage Loans as of the Subsequent Cut-off Date:
                           $88,409,146.55
                  4.       Purchase Price: 100.00%

         B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the Subsequent 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 6.400% 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 5.850%
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 5.000% 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 11.850%
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
5.850% 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 January 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 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 have a weighted
average term



<PAGE>



since origination not in excess of 2 months; (iii) will have a weighted average
Mortgage Rate of not less than 8.211% per annum; (iv) will have a weighted
average Loan-to-Value Ratio of not more than 79.98%; (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 19.84% 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 0.594% 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 5.70% 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 11.67% of the aggregate Principal
Balance of the Group I Mortgage Loans; (x) will have a weighted average FICO
score of the related mortgagor of not less than 649 at the time of loan
application and in any event, not less than 629; (xi) will have a refinance
debt- consolidation cashout loan purpose representing no more than 59.67% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xii) will have
Prepayment Charge provisions with respect to no less than 80.20% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xiii) will have a
Seller's risk grade of VI representing no more than 0.11% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xiv) will have Mortgage Loans
with a Seller's risk grade of V representing no more than 0.23% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xv) will have Mortgage Loans
with a Seller's risk grade of IV representing no more than 1.74% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xvi) will have
Mortgage Loans with a Seller's risk grade of B, C and D representing no more
than 0.94%, 0.00% and 0.00%, respectively, of the aggregate Principal Balance of
the Group I Mortgage Loans; (xvii) will have Mortgage Loans with a Loan-to-Value
Ratio at origination of 80.00% representing no more than 10.23% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xviii) will have Mortgage
Loans with a Loan-to-Value Ratio at origination in excess of 80.00% representing
no more than 54.80% of the aggregate Principal Balance of the Group I Mortgage
Loans; (xix) will have Mortgage Loans with a Loan-to-Value Ratio at origination
in excess of 90.00% representing no more than 1.67% of the aggregate Principal
Balance of the Group I Mortgage Loans; (xx) will have no Mortgage Loans with a
Loan-to-Value Ratio at origination in excess of 95.00%; (xxi) will have been
underwritten in accordance with the Seller's Full Documentation Program
representing not less than 74.11% of the aggregate Principal Balance of the
Group I Mortgage Loans; (xxii) will have been underwritten in accordance with
the Seller's Limited Documentation Program representing not more than 6.58% of
the aggregate Principal Balance of the Group I Mortgage Loans; (xxiii) will have
been underwritten in accordance with the Seller's Stated Income Documentation
Program representing not more than 19.31% of the aggregate Principal Balance of
the Group I Mortgage Loans and (xxiv) will have a weighted average prepayment
period of approximately 29.74 months.

           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 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 2 months; (iii) will have a
weighted average Mortgage Rate of not less than 8.877% per annum; (iv) will have
a weighted average Loan-to-Value Ratio of not more than



<PAGE>


80.16%; (v) will have a weighted average Gross Margin that is not less than
6.396% per annum; (vi) will have a weighted average Maximum Mortgage Rate of not
less than 14.877% per annum; (vii) will have a weighted average Minimum Mortgage
Rate of not less than 8.877% 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
19.69% 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 0.25% 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 4.83% 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 7.82% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xiii) will have a weighted average FICO score of the related
mortgagor of not less than 596 at the time of loan application and in any event,
not less than 579; (xiv) will have a refinance debt- consolidation cashout loan
purpose representing no more than 55.77% of the aggregate Principal Balance of
the Group II Mortgage Loans; (xv) will have Prepayment Charge provisions with
respect to no less than 78.16% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xvi) will have a Seller's risk grade of D representing no
more than 0.23% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xvii) will have Mortgage Loans with a Seller's risk grade of C
representing no more than 4.71% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xviii) will have Mortgage Loans with an Seller's risk grade
of B representing no more than 9.42% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xix) will have a Seller's risk grade of VI
representing no more than 0.52% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xx) will have Mortgage Loans with a Seller's risk grade of V
representing no more than 1.86% of the aggregate Principal Balance of the Group
II Mortgage Loans; (xxi) will have Mortgage Loans with an Seller's risk grade of
IV representing no more than 3.04% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xxii) will have Mortgage Loans with a Loan-to- Value
Ratio at origination of 80.00% representing no more than 12.21% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xxiii) will have Mortgage
Loans with a Loan-to-Value Ratio at origination in excess of 80.00% representing
no more than 52.24% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xxiv) will have Mortgage Loans with a Loan-to- Value Ratio at
origination in excess of 90.00% representing no more than 3.01% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xxv) will have no Mortgage
Loans with a Loan- to-Value Ratio at origination in excess of 95.00%; (xvi) will
have been underwritten in accordance with the Seller's Full Documentation
Program representing not less than 70.54% of the aggregate Principal Balance of
the Group II Mortgage Loans; (xxvii) will have been underwritten in accordance
with the Seller's Limited Documentation Program representing not more than 5.54%
of the aggregate Principal Balance of the Group II Mortgage Loans; (xxviii) will
have been underwritten in accordance with the Seller's Stated Income
Documentation Program representing not more than 23.91% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xxix) will have their first
adjustment two years following their date of origination and (xxx) will have a
weighted average prepayment period of approximately 30.36 months.