MBIA



                         NOTE GUARANTY INSURANCE POLICY

OBLIGATIONS: $516,475,000 GMACM Home Equity Loan Trust 2000-HE2

POLICY NUMBER: 32632 GMACM Home

                Equity Loan-Backed Term Notes, Series 2000-HE2

                $451,475,000 Variable Rate ClassA-1 Notes

                $65,000,000 Variable Rate Class A-2 Notes

                GMACM Home Equity Loan-Backed Variable Funding
                Notes, in an amount not to exceed $75,000,000

        MBIA Insurance  Corporation  (the  "Insurer"),  in  consideration of the
payment of the premium and subject to the terms of this Note Guaranty  Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Owner that an amount  equal to each full and  complete  Insured  Amount  will be
received from the Insurer by Norwest Bank Minnesota,  National  Association,  or
its successors,  as indenture trustee for the Owners (the "Indenture  Trustee"),
on behalf of the Owners, for distribution by the Indenture Trustee to each Owner
of each  Owner's  proportionate  share  of the  Insured  Amount.  The  Insurer's
obligations  hereunder  with  respect to a  particular  Insured  Amount shall be
discharged  to the  extent  funds  equal to the  applicable  Insured  Amount are
received  by the  Indenture  Trustee,  whether or not those  funds are  properly
applied by the Indenture Trustee.  Insured Amounts will be made only at the time
set  forth  in the  Policy,  and no  accelerated  Insured  Amounts  will be made
regardless of any acceleration of the Obligations, unless the acceleration is at
the sole option of the Insurer.

        Notwithstanding  the  foregoing  paragraph,  this  Policy does not cover
shortfalls,  if any, attributable to the liability of the Trust or the Indenture
Trustee for  withholding  taxes,  if any  (including  interest and  penalties in
respect of any such liability), Interest Shortfalls or Relief Act Shortfalls.

        The Insurer will pay any Insured  Amount that is a Preference  Amount on
the  Business  Day  following  receipt on a Business Day by the Fiscal Agent (as
described  below) of (a) a certified copy of the order requiring the return of a
preference payment,  (b) an opinion of counsel  satisfactory to the Insurer that
such order is final and not subject to appeal, (c) an assignment in such form as
is reasonably required by the Insurer,  irrevocably assigning to the Insurer all
rights and claims of the Owner  relating  to or  arising  under the  Obligations
against the debtor which made such preference  payment or otherwise with respect
to such  preference  payment  and (d)  appropriate  instruments  to  effect  the
appointment  of the  Insurer  as agent for such  Owner in any  legal  proceeding
related  to  such  preference   payment,   such  instruments  being  in  a  form
satisfactory to the Insurer,  provided that if such documents are received after
12:00 noon,  New York City time, on such Business Day, they will be deemed to be
received on the following  Business Day. Such payments shall be disbursed to the
receiver  or  trustee  in  bankruptcy  named in the  final  order  of the  court
exercising  jurisdiction  on behalf  of the Owner and not to any Owner  directly
unless such Owner has returned  principal or interest paid on the Obligations to
such  receiver or trustee in  bankruptcy,  in which case such  payment  shall be
disbursed to such Owner.


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                                      MBIA

        The Insurer  will pay any other amount  payable  hereunder no later than
12:00 noon,  New York City time,  on the later of the Payment  Date on which the
related  Deficiency Amount is due or the third Business Day following receipt in
New York,  New York on a Business  Day by State  Street Bank and Trust  Company,
N.A., as Fiscal Agent for the Insurer,  or any successor  fiscal agent appointed
by the Insurer (the "Fiscal Agent"), of a Notice (as described below),  provided
that if such Notice is received  after 12:00 noon,  New York City time,  on such
Business Day, it will be deemed to be received on the following Business Day. If
any  such  Notice  received  by the  Fiscal  Agent is not in  proper  form or is
otherwise  insufficient for the purpose of making claim  hereunder,  it shall be
deemed  not to have been  received  by the  Fiscal  Agent for  purposes  of this
paragraph,  and the  Insurer  or the  Fiscal  Agent,  as the case may be,  shall
promptly so advise the Indenture Trustee and the Indenture Trustee may submit an
amended Notice.

        Insured Amounts due hereunder,  unless otherwise stated herein,  will be
disbursed by the Fiscal Agent to the  Indenture  Trustee on behalf of the Owners
by wire  transfer of  immediately  available  funds in the amount of the Insured
Amount less, in respect of Insured  Amounts related to Preference  Amounts,  any
amount held by the Indenture  Trustee for the payment of such Insured Amount and
legally available therefor.

        The Fiscal Agent is the agent of the Insurer only,  and the Fiscal Agent
shall in no event be liable to Owners  for any acts of the  Fiscal  Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.

        Subject to the terms of the  Agreement,  the Insurer shall be subrogated
to the rights of each Owner to receive  payments  under the  Obligations  to the
extent of any payment by the Insurer hereunder.

        As used herein, the following terms shall have the following meanings:

        "Agreement"  means the  Indenture  dated as of June 29, 2000,  among the
GMACM Home Equity Loan Trust 2000-HE2,  as Issuer, and the Indenture Trustee, as
indenture trustee, without regard to any amendment or supplement thereto, unless
such amendment or supplement has been approved in writing by the Insurer.

        "Business Day" means any day other than (a) a Saturday or a Sunday (b) a
day on which the Insurer is closed or (c) a day on which banking institutions in
New  York  City or in the  city in  which  the  corporate  trust  office  of the
Indenture  Trustee under the Agreement is located are authorized or obligated by
law or executive order to close.

        "Deficiency  Amount"  means (a) with  respect to any Payment  Date,  the
amount by which the  aggregate  amount of accrued  interest  on the  Obligations
(excluding  any Relief Act  Shortfalls  for such Payment Date) at the respective
Note  Rates on such  Payment  Date  exceeds  the  amount on  deposit in the Note
Payment Account  available for interest  distributions  on such Payment Date and
(b)(i) with respect to any Payment Date that is not the Final Payment Date,  any
Liquidation Loss Amount for such Payment Date, to the extent not included in the
Principal  Distribution  Amount  on  such  Payment  Date or a  reduction  in the
overcollateralization amount or

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                                      MBIA

(ii) on the  Final  Payment  Date,  the  aggregate  outstanding  balance  of the
Obligations to the extent otherwise not paid on such date.

        "Insured Amount" means (a) as of any Payment Date, any Deficiency Amount
and (b) any Preference Amount.

        "Notice" means the telephonic or telegraphic notice,  promptly confirmed
in writing by facsimile  substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified mail,
from the Indenture Trustee  specifying the Insured Amount which shall be due and
owing on the applicable Payment Date.

        "Owner" means each  Noteholder (as defined in the Agreement) who, on the
applicable  Payment Date, is entitled under the terms of the applicable Notes to
payment thereunder.

        "Preference Amount" means any amount previously  distributed to an Owner
on the Obligations  that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy  pursuant to the United States  Bankruptcy
Code (11  U.S.C.),  as  amended  from  time to time in  accordance  with a final
nonappealable order of a court having competent jurisdiction.

        "Relief Act Shortfalls" means current interest shortfalls resulting from
the  application  of the  Soldiers'  and Sailors'  Civil Relief Act of 1940,  as
amended.

        Capitalized  terms used herein and not  otherwise  defined  herein shall
have  the  respective  meanings  set  forth in the  Agreement  as of the date of
execution of this Policy,  without giving effect to any subsequent  amendment to
or modification of the Agreement  unless such amendment or modification has been
approved in writing by the Insurer.

        Any notice  hereunder  or service of process on the Fiscal  Agent may be
made at the address  listed below for the Fiscal Agent or such other  address as
the Insurer shall specify in writing to the Indenture Trustee.

        The notice address of the Fiscal Agent is 15th Floor,  61 Broadway,  New
York, New York 10006, Attention:  Municipal Registrar and Paying Agency, or such
other  address as the Fiscal  Agent shall  specify to the  Indenture  Trustee in
writing.

        THIS  POLICY  IS BEING  ISSUED  UNDER  AND  PURSUANT  TO,  AND  SHALL BE
CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.

        The   insurance   provided   by  this  Policy  is  not  covered  by  the
Property/Casualty  Insurance  Security  Fund  specified in Article 76 of the New
York Insurance Law.

        This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason, including payment, or provision being made for
payment, prior to maturity of the Obligations.

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                                      MBIA

        IN WITNESS  WHEREOF,  the  Insurer has caused this Policy to be executed
and attested this 29th day of June, 2000.

                                                 MBIA INSURANCE CORPORATION



                                                      /s/ Gary C. Dunton
                                                      President





                                                     /s/ Lisa A. Wilson
                                                     Assistant Secretary

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                                      MBIA

                                    EXHIBIT A

                                TO NOTE GUARANTY
                                    INSURANCE
                              POLICY NUMBER: 32632

                                NOTICE UNDER NOTE
                               GUARANTY INSURANCE
                              POLICY NUMBER: 32632

State Street Bank and Trust Company, N.A., as Fiscal
Agent for
MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency

MBIA Insurance Corporation
113 King Street
Armonk, NY 10504

        The  undersigned,  a duly  authorized  officer  of  [NAME  OF  INDENTURE
TRUSTEE],  as indenture trustee (the "Indenture  Trustee"),  hereby certifies to
State  Street  Bank and  Trust  Company,  N.A.  (the  "Fiscal  Agent")  and MBIA
Insurance Corporation (the "Insurer"), with reference to Note Guaranty Insurance
Policy  Number:  32632 (the  "Policy")  issued by the  Insurer in respect of the
$516,475,000 GMACM Home Equity Loan Trust 2000-HE2 (the "Obligations"), that:

     (a) the  Indenture  Trustee is the  indenture  trustee  under the Indenture
dated as of June 29,.  2000  between  GMAC Home Equity Loan Trust  2000-HE2,  as
Issuer, and the Indenture Trustee, as indenture trustee for the Owners;

     (b) the amount due under clause (a) of the definition of Deficiency  Amount
for any Payment Date occurring on [ ] (the "Applicable Payment Date") is $[ ];

     (c) the amount due under clause (b) of the definition of Deficiency  Amount
for the Applicable Payment Date is $[ ];

     (d) the sum of the  amounts  listed in  paragraphs  (b) and (c) above is $[
](the "Deficiency Amount");

     (e) the amount previously  distributed  payments on the Obligations that is
recoverable and sought to be recovered as a voidable  preference by a trustee in
bankruptcy   pursuant  to  the  Bankruptcy  Code  in  accordance  with  a  final
nonappealable  order  of a  court  having  competent  jurisdiction  is $[ ] (the
"Preference Amount");

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                                      MBIA

          (f) the total Insured  Amount due is $[ ], which amount equals the sum
     of the Deficiency Amount and the Preference Amount;

               (g) the Indenture Trustee is making a claim under and pursuant to
        the terms of the Policy for the dollar amount of the Insured  Amount set
        forth in (d) above to be applied to the payment of the Deficiency Amount
        for the Applicable Payment Date in accordance with the Agreement and for
        the  dollar  amount of the  Insured  Amount set forth in (e) above to be
        applied to the payment of any Preference Amount; and

               (h) the  Indenture  Trustee  directs  that payment of the Insured
        Amount be made to the following account by bank wire transfer of federal
        or other immediately available funds in accordance with the terms of the
        Policy: [INDENTURE TRUSTEE'S ACCOUNT NUMBER].

        Any  capitalized  term used in this  Notice  and not  otherwise  defined
herein shall have the meaning assigned thereto in the Policy.

Any Person Who  Knowingly  And With Intent To Defraud Any  Insurance  Company Or
Other Person Files An Application For Insurance Or Statement Of Claim Containing
Any  Materially  False  Information,  Or Conceals For The Purpose Of Misleading,
Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance
Act,  Which Is A Crime,  And Shall  Also Be Subject  To A Civil  Penalty  Not To
Exceed Five  Thousand  Dollars  And The Stated  Value Of The Claim For Each Such
Violation.

        IN WITNESS  WHEREOF,  the  Indenture  Trustee has executed and delivered
this Notice under the Policy as of the [___] day of [________], [___].


                               [NAME OF INDENTURE TRUSTEE], as
                               Indenture Trustee


                               By_______________________________
                               Title______________________________


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