Exhibit 10.1
                                 EXECUTION COPY



                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Purchaser,

                           GMAC MORTGAGE CORPORATION,

                                   as Seller,

                     GMACM HOME EQUITY LOAN TRUST 2000-HE2,

                                   as Issuer,

                                       and

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,

                              as Indenture Trustee




                  --------------------------------------------

                        MORTGAGE LOAN PURCHASE AGREEMENT
                  --------------------------------------------



                            Dated as of June 29, 2000






<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                            Page


                                    ARTICLE I
                                   DEFINITIONS
<S>             <C>                                                                        <C>
        Section 1.1   Definitions...........................................................1
        Section 1.2   Other Definitional Provisions.........................................2

                                   ARTICLE II
                  SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
        Section 2.1   Sale of Initial Mortgage Loans........................................2
        Section 2.2   Sale of Subsequent Mortgage Loans.....................................5
        Section 2.3   [Reserved]............................................................8
        Section 2.4   [Reserved]............................................................8
        Section 2.5   [Reserved]............................................................8
        Section 2.6   Payment of Purchase Price.............................................9
        Section 2.7   Variable Funding Notes on or after the Closing Date...................9
        Section 2.8   Draws During Rapid Amortization Period...............................10

                                         ARTICLE III
                     REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
        Section 3.1   Seller Representations and Warranties................................10

                                   ARTICLE IV
                               SELLER'S COVENANTS
        Section 4.1   Covenants of the Seller..............................................17

                                    ARTICLE V
                                    SERVICING
        Section 5.1   Servicing............................................................18

                                   ARTICLE VI
                       INDEMNIFICATION BY THE SELLER WITH
                          RESPECT TO THE MORTGAGE LOANS

        Section 6.1   Limitation on Liability of the Seller................................18
        Section 6.2   Indemnification with Respect to the Mortgage Loans...................18

                                   ARTICLE VII
                                   TERMINATION
        Section 7.1   Termination..........................................................18

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

        Section 8.1   Amendment............................................................19
        Section 8.2   GOVERNING LAW........................................................19
        Section 8.3   Notices..............................................................19

<PAGE>

        Section 8.4   Severability of Provisions...........................................20
        Section 8.5   Relationship of Parties..............................................20
        Section 8.6   Counterparts.........................................................20
        Section 8.7   Further Agreements...................................................20
        Section 8.8   Intention of the Parties.............................................20
        Section 8.9   Successors and Assigns; Assignment of This Agreement.................21
        Section 8.10  Survival.............................................................21
        Section 8.11  Third Party Beneficiary..............................................21
</TABLE>

                                    Exhibits

        EXHIBIT 1     MORTGAGE LOAN SCHEDULE
        EXHIBIT 2     FORM OF SUBSEQUENT TRANSFER AGREEMENT
        EXHIBIT 3     FORM OF ADDITION NOTICE



<PAGE>





        This Mortgage Loan Purchase  Agreement  (the  "Agreement"),  dated as of
June  29,  2000,  is made  among  GMAC  Mortgage  Corporation,  as  seller  (the
"Seller"),   Residential  Asset  Mortgage  Products,  Inc.,  as  purchaser  (the
"Purchaser"),  GMACM Home Equity Loan Trust 2000-HE2,  as issuer (the "Issuer"),
and Norwest Bank  Minnesota,  National  Association,  as indenture  trustee (the
"Indenture Trustee").


                                   WITNESSETH:

        WHEREAS,  the Seller owns the Cut-Off  Date  Principal  Balances and the
Related Documents for the mortgage loans indicated on the Mortgage Loan Schedule
attached as Exhibit 1 hereto (the "Initial Mortgage Loans"), including rights to
(a) any  property  acquired by  foreclosure  or deed in lieu of  foreclosure  or
otherwise,  and (b) the proceeds of any insurance  policies covering the Initial
Mortgage Loans;

        WHEREAS,  the parties hereto desire that the Seller (i) sell the Cut-Off
Date  Principal  Balances of the Initial  Mortgage Loans to the Purchaser on the
Closing Date pursuant to the terms of this  Agreement  together with the Related
Documents,  and  thereafter  all  Additional  Balances  relating  to the Initial
Mortgage  Loans created on or after the Cut-Off Date,  (ii) may sell  Subsequent
Mortgage Loans to the Issuer on one or more  Subsequent  Transfer Dates pursuant
to the terms of the  related  Subsequent  Transfer  Agreement,  and  (iii)  make
certain  representations  and  warranties  on  the  Closing  Date  and  on  each
Subsequent Transfer Date;

        WHEREAS,  pursuant to the Trust  Agreement,  the Purchaser will sell the
Initial  Mortgage  Loans and transfer all of its rights under this  Agreement to
the Issuer on the Closing Date;

     WHEREAS,  pursuant to the terms of the  Servicing  Agreement,  the Servicer
will service the Mortgage Loans;

     WHEREAS,  pursuant  to the terms of the Trust  Agreement,  the Issuer  will
issue the Certificates;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue the
Notes, secured by the Trust Estate;

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires,  capitalized
terms not  otherwise  defined  herein shall have the  meanings  assigned to such
terms in the  Definitions  contained in Appendix A to the indenture  dated as of
June 29, 2000 (the  "Indenture"),  between the Issuer and the Indenture Trustee,
which is  incorporated by reference  herein.  All other  capitalized  terms used
herein shall have the meanings specified herein.


<PAGE>

Section 1.2 Other Definitional  Provisions.  All terms defined in this Agreement
shall have the defined  meanings when used in any  certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.

        As used in this Agreement and in any  certificate or other document made
or delivered  pursuant hereto or thereto,  accounting  terms not defined in this
Agreement or in any such  certificate or other  document,  and accounting  terms
partly defined in this Agreement or in any such  certificate or other  document,
to the extent not  defined,  shall have the  respective  meanings  given to them
under  generally  accepted  accounting  principles.   To  the  extent  that  the
definitions of accounting  terms in this Agreement or in any such certificate or
other document are inconsistent  with the meanings of such terms under generally
accepted accounting  principles,  the definitions contained in this Agreement or
in any such certificate or other document shall control.

        The words  "hereof,"  "herein,"  "hereunder" and words of similar import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any  particular  provision  of this  Agreement;  Section and Exhibit  references
contained in this  Agreement  are  references  to Sections and Exhibits in or to
this Agreement  unless  otherwise  specified;  the term  "including"  shall mean
"including  without  limitation";  "or"  shall  include  "and/or";  and the term
"proceeds" shall have the meaning ascribed thereto in the UCC.

        The  definitions  contained  in this  Agreement  are  applicable  to the
singular as well as the plural forms of such terms and to the  masculine as well
as the feminine and neuter genders of such terms.

        Any agreement, instrument or statute defined or referred to herein or in
any  instrument  or  certificate  delivered in  connection  herewith  means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

                                   ARTICLE II

                  SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

Section 2.1    Sale of Initial Mortgage Loans.

(a) The Seller,  by the  execution and delivery of this  Agreement,  does hereby
sell, assign, set over, and otherwise convey to the Purchaser, without recourse,
all of its  right,  title and  interest  in, to and  under  the  following,  and
wherever  located:  (i) the Initial  Mortgage Loans  (including the Cut-Off Date
Principal Balances now existing and all Additional  Balances  thereafter arising
thereunder to and including the date  immediately  preceding the commencement of
the Rapid  Amortization  Period relating thereto;  provided,  however,  that any
Principal  Balance  represented  by a Draw made  during  the Rapid  Amortization
Period and  interest  thereon and money due or to become due in respect  thereof
will not be or deemed to be transferred to the Purchaser, and the Seller in such
event shall retain ownership of each Principal Balance  represented by each such
Draw and  interest  thereon and money due or to become due in respect  thereof),
all interest accruing thereon,  all monies due or to become due thereon, and all
collections in respect thereof received on or after the Cut-Off Date (other than

                                        2

<PAGE>

interest  thereon in respect of any period prior to the Cut-Off Date);  (ii) the
interest  of the Seller in any  insurance  policies  in  respect of the  Initial
Mortgage Loans; and (iii) all proceeds of the foregoing; provided, however, that
the Purchaser does not assume the obligation under each Loan Agreement  relating
to a HELOC to fund Draws to the Mortgagor  thereunder,  and the Purchaser  shall
not be obligated  or permitted to fund any such Draws,  it being agreed that the
Seller will retain the obligation to fund future Draws. Such conveyance shall be
deemed to be made: (1) with respect to the Cut-Off Date Principal  Balances,  as
of the  Closing  Date;  and (2) with  respect to the  amount of each  Additional
Balance  created on or after the Cut-Off Date and prior to the  commencement  of
the Rapid Amortization  Period, as of the later of the Closing Date and the date
that the  corresponding  Draw was made  pursuant to the related Loan  Agreement,
subject to the  receipt  by the Seller of  consideration  therefor  as  provided
herein under clause (a) of Section 2.6.

        In addition,  the Issuer shall deposit with the  Indenture  Trustee from
proceeds of the issuance of the  Securities on the Closing Date (i) the Original
Pre-Funded  Amount for deposit in the Pre-Funding  Account and (ii) the Interest
Coverage Amount for deposit in the Capitalized Interest Account.

(b) In  connection  with the  conveyance  by the Seller of the Initial  Mortgage
Loans and any Subsequent  Mortgage Loans, the Seller further agrees,  at its own
expense,  on or prior to the Closing Date with respect to the Principal Balances
of the Initial Mortgage Loans and on or prior to the related  Subsequent Cut-Off
Date in the case of any Subsequent  Mortgage Loans, to indicate in its books and
records that the Initial Mortgage Loans have been sold to the Purchaser pursuant
to this  Agreement,  and, in the case of the Subsequent  Mortgage  Loans, to the
Issuer pursuant to the related Subsequent Transfer Agreement,  and to deliver to
the Purchaser true and complete  lists of all of the Mortgage  Loans  specifying
for each Mortgage Loan (i) its account  number,  (ii) its Cut-Off Date Principal
Balance or Subsequent Cut-Off Date Principal Balance and (iii) the Loan Group or
Loan Groups to which such Subsequent  Mortgage Loans relate.  Such lists,  which
form part of the Mortgage  Loan  Schedule,  shall be marked as Exhibit 1 to this
Agreement and are hereby incorporated into and made a part of this Agreement.

(c) In  connection  with the  conveyance  by the Seller of the Initial  Mortgage
Loans and any  Subsequent  Mortgage  Loans,  the  Seller  shall on behalf of the
Purchaser deliver to, and deposit with the Custodian, at least five (5) Business
Days before the Closing Date in the case of an Initial  Mortgage  Loan,  and, on
behalf of the Issuer,  three (3) Business  Days prior to the related  Subsequent
Transfer  Date in the case of a Subsequent  Mortgage  Loan,  with respect to (i)
below,  or within 150 days of the Closing Date or the Subsequent  Transfer Date,
as the case may be,  with  respect  to (ii)  through  (v) below,  the  following
documents or instruments with respect to each related Mortgage Loan:

(i)     the original Loan  Agreement  endorsed or assigned  without  recourse in
        blank (which endorsement shall contain either an original signature or a
        facsimile  signature  of an  authorized  officer of the Seller) or, with
        respect to any Mortgage Loan as to which the original Loan Agreement has
        been  permanently  lost or destroyed and has not been  replaced,  a Lost
        Note Affidavit;

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<PAGE>

(ii)    the original  Mortgage  with evidence of recording  thereon,  or, if the
        original  Mortgage has not yet been returned  from the public  recording
        office,  a copy of the  original  Mortgage  certified by the Seller that
        such Mortgage has been sent for recording, or a county certified copy of
        such Mortgage in the event the recording office keeps the original or if
        the original is lost;

(iii)   assignments (which may be included in one or more blanket assignments if
        permitted by applicable law) of the Mortgage in recordable form from the
        Seller to "Norwest Bank Minnesota,  National  Association,  as Indenture
        Trustee  under that certain  Indenture  dated as of June 29,  2000,  for
        GMACM Home Equity Loan Trust  2000-HE2,  Home  Equity  Loan-Backed  Term
        Notes" c/o the Servicer at an address specified by the Servicer;

(iv)    originals  of any  intervening  assignments  of the  Mortgage  from  the
        originator to the Seller, with evidence of recording thereon, or, if the
        original of any such  intervening  assignment  has not yet been returned
        from the public recording  office,  a copy of such original  intervening
        assignment  certified  by the  Seller  that  such  original  intervening
        assignment has been sent for recording; and

(v)     a true and correct copy of each assumption, modification,  consolidation
        or substitution agreement, if any, relating to such Mortgage Loan.

        Within the time period for the review of each Mortgage File set forth in
Section 2.2 of the  Custodial  Agreement,  if a material  defect in any Mortgage
File is discovered  which may materially  and adversely  affect the value of the
related Mortgage Loan, or the interests of the Indenture  Trustee (as pledgee of
the Mortgage Loans), the Noteholders,  the Certificateholders or the Enhancer in
such  Mortgage  Loan,  including  the  Seller's  failure to deliver any document
required to be delivered to the  Custodian  on behalf of the  Indenture  Trustee
(provided,  that a  Mortgage  File will not be deemed to contain a defect for an
unrecorded  assignment  under clause (iv) above if the Seller has submitted such
assignment for recording pursuant to the terms of the following paragraph),  the
Seller  shall cure such  defect,  repurchase  the related  Mortgage  Loan at the
Repurchase  Price or  substitute an Eligible  Substitute  Loan therefor upon the
same terms and  conditions  set forth in Section  3.1  hereof  for  breaches  of
representations and warranties as to the Mortgage Loans.

        In  instances  where an original  Mortgage or any  original  intervening
assignment of Mortgage was not, in  accordance  with clauses (ii) or (iv) above,
delivered by the Seller to the  Custodian  contemporaneously  with the execution
and delivery of this Agreement, the Seller will deliver or cause to be delivered
the originals or certified  copies of such  documents to the Custodian  promptly
upon receipt thereof.

        Upon sale of the Initial  Mortgage  Loans,  the  ownership  of each Loan
Agreement,  each related  Mortgage and the contents of the related Mortgage File
shall be vested in the  Purchaser and the ownership of all records and documents
with  respect to the Initial  Mortgage  Loans that are  prepared by or that come
into the  possession  of the  Seller  as seller of the  Initial  Mortgage  Loans
hereunder or in its capacity as Servicer  under the  Servicing  Agreement  shall
immediately vest in the Purchaser, and shall be retained and maintained in trust
by the Seller or the Servicer at the will of the  Purchaser,  in such  custodial

                                        4

<PAGE>

capacity  only.  In the event  that any  original  document  held by the  Seller
hereunder in its capacity as Servicer is required  pursuant to the terms of this
Section to be part of a Mortgage File, such document shall be delivered promptly
to the Custodian.  The Seller's records will accurately reflect the sale of each
Initial Mortgage Loan to the Purchaser.

        The Purchaser hereby acknowledges its acceptance of all right, title and
interest to the property conveyed to it pursuant to this Section 2.1.

(d) The parties hereto intend that the transactions set forth herein  constitute
a sale by the  Seller to the  Purchaser  of all the  Seller's  right,  title and
interest in and to the Initial  Mortgage  Loans and other property as and to the
extent  described  above.  In the event the  transactions  set forth  herein are
deemed not to be a sale,  the Seller  hereby  grants to the Purchaser a security
interest in all of the Seller's  right,  title and interest in, to and under all
accounts, chattel papers, general intangibles,  contract rights, certificates of
deposit,  deposit accounts,  instruments,  documents,  letters of credit, money,
advices of credit,  investment property, goods and other property consisting of,
arising under or related to the Initial  Mortgage Loans and such other property,
to secure all of the Seller's  obligations  hereunder,  and this Agreement shall
and hereby does constitute a security agreement under applicable law. The Seller
agrees to take or cause to be taken such actions and to execute such  documents,
including  without  limitation the filing of any  continuation  statements  with
respect to the UCC-1  financing  statements  filed with  respect to the  Initial
Mortgage Loans by the Purchaser on the Closing Date, and any amendments  thereto
required to reflect a change in the name or corporate structure of the Seller or
the filing of any additional UCC-1 financing statements due to the change in the
principal  office of the  Seller,  as are  necessary  to perfect and protect the
Purchaser's interests in each Initial Mortgage Loan and the proceeds thereof.

Section 2.2    Sale of Subsequent Mortgage Loans.

(a) Subject to the  conditions  set forth in  paragraphs  (b) and (c) below (the
satisfaction of which (other than the conditions specified in paragraphs (b)(i),
(b)(ii),  (b)(iii),  (b)(vi),  (b)(vii) and  (c)(iii))  shall be evidenced by an
Officer's  Certificate  of the Seller  dated the date of the related  Subsequent
Transfer Date), in  consideration  of the Issuer's payment of the purchase price
provided  for in Section  2.6 on one or more  Subsequent  Transfer  Dates  using
amounts on deposit in the  Pre-Funding  Account,  the Custodial  Account (to the
extent permitted by the Servicing  Agreement) or the Funding Account, the Seller
may, on the related Subsequent Transfer Date, sell,  transfer,  assign, set over
and convey  without  recourse  to the Issuer but  subject to the other terms and
provisions of this Agreement all of the right,  title and interest of the Seller
in and to (i) Subsequent  Mortgage Loans identified on the related Mortgage Loan
Schedule attached to the related Subsequent  Transfer Agreement delivered by the
Seller on such Subsequent  Transfer Date (including the Subsequent  Cut-Off Date
Principal Balance then existing and all Additional  Balances  thereafter arising
thereunder to and including the date  immediately  preceding the commencement of
the Rapid  Amortization  Period),  (ii) all  money due or to become  due on such
Subsequent Mortgage Loan and after the related Subsequent Cut-Off Date and (iii)
all  items  with  respect  to such  Subsequent  Mortgage  Loans to be  delivered
pursuant to Section 2.1 above and the other items in the related Mortgage Files;
provided,  however,  that the Seller  reserves and retains all right,  title and

                                        5

<PAGE>

interest in and to principal  received and interest  accruing on any  Subsequent
Mortgage Loan prior to the related  Subsequent Cut-Off Date. Any transfer to the
Issuer by the Seller of  Subsequent  Mortgage  Loans shall be  absolute,  and is
intended by the Issuer and the Seller to constitute  and to be treated as a sale
of such Subsequent Mortgage Loans by the Seller to the Issuer. In the event that
any such transaction is deemed not to be a sale, the Seller hereby grants to the
Issuer as of each  Subsequent  Transfer  Date a security  interest in all of the
Seller's  right,  title and  interest  in, to and  under all  accounts,  chattel
papers, general intangibles,  contract rights,  certificates of deposit, deposit
accounts,  instruments,  documents, letters of credit, money, advices of credit,
investment  property,  goods and other property  consisting of, arising under or
related to the related  Subsequent  Mortgage Loans and such other  property,  to
secure all of the  Seller's  obligations  hereunder,  and this  Agreement  shall
constitute a security  agreement under applicable law. The Seller agrees to take
or cause to be taken such actions and to execute such  documents,  including the
filing  of all  necessary  UCC-1  financing  statements  filed  in the  State of
Delaware and the  Commonwealth  of  Pennsylvania  (which shall be submitted  for
filing as of the related Subsequent Transfer Date), any continuation  statements
with respect thereto and any amendments  thereto required to reflect a change in
the name or corporate  structure  of the Seller or the filing of any  additional
UCC-1  financing  statements  due to the change in the  principal  office of the
Seller,  as are necessary to perfect and protect the interests of the Issuer and
its assignees in each Subsequent Mortgage Loan and the proceeds thereof.

        The  Issuer on each  Subsequent  Transfer  Date  shall  acknowledge  its
acceptance of all right, title and interest to the related  Subsequent  Mortgage
Loans  and  other  property,  existing  on  the  Subsequent  Transfer  Date  and
thereafter created, conveyed to it pursuant to this Section 2.2.

        The Issuer  shall be entitled to all  scheduled  principal  payments due
after each  Subsequent  Cut-Off  Date,  all other  payments of principal due and
collected  after each  Subsequent  Cut-Off Date, and all payments of interest on
any related  Subsequent  Mortgage Loans, minus that portion of any such interest
payment that is allocable to the period prior to the related  Subsequent Cut-Off
Date. No scheduled payments of principal due on Subsequent  Mortgage Loans on or
before the related  Subsequent  Cut-Off Date and collected after such Subsequent
Cut-Off Date shall belong to the Issuer pursuant to the terms of this Agreement.

(b) The Seller may  transfer  to the Issuer  Subsequent  Mortgage  Loans and the
other  property and rights  related  thereto  described in Section  2.2(a) above
during the  Pre-Funding  Period,  and the Issuer shall cause to be released from
the  Pre-Funding  Account or during the  Revolving  Period,  upon the release of
funds on deposit in the Custodial Account or the Funding Account,  respectively,
in accordance with the Servicing  Agreement,  only upon the satisfaction of each
of the following conditions on or prior to the related Subsequent Transfer Date:

(i)  the Seller shall have provided the Indenture  Trustee,  the Rating Agencies
     and the Enhancer with a timely Addition Notice substantially in the form of
     Exhibit 3, which  notice shall be given no later than seven  Business  Days
     prior to the related  Subsequent  Transfer  Date,  and shall  designate the
     Subsequent Mortgage Loans to be sold to the Issuer, the aggregate Principal
     Balance of such  Subsequent  Mortgage  Loans as of the  related  Subsequent
     Cut-Off Date,  the Loan Group or Groups to which such  Subsequent  Mortgage
     Loans have been assigned,  which shall be the Loan Group or Groups to which
     the money on deposit in the  Pre-Funding  Account relates or from which the
     Collections  used to pay the  Purchase  Price of such  Mortgage  Loans were
     derived and any other  information  reasonably  requested by the  Indenture
     Trustee or the Enhancer with respect to such Subsequent Mortgage Loans;

                                        6

<PAGE>


(ii)    the  Seller  shall  have  delivered  to the  Indenture  Trustee  and the
        Enhancer a duly executed Subsequent Transfer Agreement  substantially in
        the form of Exhibit 2, (A) confirming the satisfaction of each condition
        precedent and  representations  specified in this Section  2.2(b) and in
        Section 2.2(c) and in the related Subsequent  Transfer Agreement and (B)
        including  a Mortgage  Loan  Schedule  listing the  Subsequent  Mortgage
        Loans;

(iii)   as of each  Subsequent  Transfer  Date,  as evidenced by delivery to the
        Indenture  Trustee of the Subsequent  Transfer  Agreement in the form of
        Exhibit 2, the Seller  shall not be  insolvent,  made  insolvent by such
        transfer or aware of any pending insolvency;

(iv)    such sale and  transfer  shall  not  result in a  material  adverse  tax
        consequence  to the Issuer or, due to any action or inaction on the part
        of the Seller to the Securityholders or the Enhancer;

(v)     the Revolving Period shall not have terminated; and

(vi)    the Enhancer  shall have  approved the sale of the  Subsequent  Mortgage
        Loans (which  approval shall not be unreasonably  withheld)  within five
        (5) Business Days of receipt of the Mortgage  Loan  Schedule  reflecting
        the Subsequent Mortgage Loans; provided,  that if the Enhancer shall not
        have notified the Seller within five (5) Business Days that the Enhancer
        does not so approve,  such sale of  Subsequent  Mortgage  Loans shall be
        deemed approved by the Enhancer.

        In  addition,  the  Seller  shall  have  delivered  to the  Issuer,  the
Indenture Trustee and the Enhancer an Opinion of Counsel with respect to certain
bankruptcy matters relating to the transfers of Subsequent Mortgage Loans, which
Opinion of Counsel shall be  substantially in the form of the Opinion of Counsel
delivered to the Enhancer and the Rating  Agencies and the Indenture  Trustee on
the Closing Date regarding certain bankruptcy matters,  within 30 days after the
end  of  the  Pre-Funding  Period  relating  to all  Subsequent  Mortgage  Loans
transferred to the Trust during the Pre-Funding Period, and within 30 days after
the end of the  Revolving  Period,  relating to all  Subsequent  Mortgage  Loans
transferred  to the Trust during the  Revolving  Period,  other than  Subsequent
Mortgage Loans purchased from funds on deposit in the Pre-Funding Account.

(c) The  obligation of the Issuer to purchase a Subsequent  Mortgage Loan on any
Subsequent Transfer Date is subject to the following  conditions:  (i) each such
Subsequent  Mortgage  Loan  must  satisfy  the  representations  and  warranties
specified in the related Subsequent Transfer Agreement and this Agreement;  (ii)
the Seller will select such  Subsequent  Mortgage Loans only in a manner that it
reasonably  believes is not adverse to the interests of the  Noteholders  or the
Enhancer;  (iii) the Seller  will  deliver  to the  Enhancer  and the  Indenture

                                        7

<PAGE>


Trustee certain  Opinions of Counsel  described in Section 2.2(b) and acceptable
to the Enhancer and the Indenture Trustee with respect to the conveyance of such
Subsequent  Mortgage Loans; and (iv) as of the related  Subsequent  Cut-Off Date
each  Subsequent  Mortgage  Loan will satisfy the following  criteria:  (A) such
Subsequent Mortgage Loan may not be 30 or more days contractually  delinquent as
of the related Subsequent Cut-Off Date; (B) the original stated term to maturity
of such Subsequent Mortgage Loan will not exceed 360 months; (C) such Subsequent
Mortgage Loan must have an outstanding  Principal Balance of at least $1,000 and
not more than  $780,000  as of the related  Subsequent  Cut-Off  Date;  (D) such
Subsequent  Mortgage Loan will be underwritten  substantially in accordance with
the criteria set forth under  "Description of the Mortgage Loans -- Underwriting
Standards" in the Prospectus Supplement;  (E) such Subsequent Mortgage Loan must
have a CLTV at  origination  of no more than 100.00%;  (F) the remaining term to
stated  maturity  of such  Subsequent  Mortgage  Loan must be no later  than 360
months;  (G) such  Subsequent  Mortgage  Loan  shall not  provide  for  negative
amortization;  and (H) following the purchase of such Subsequent  Mortgage Loans
by the Issuer,  the  Mortgage  Loans  included  in the Trust  Estate must have a
weighted average  interest rate, a weighted  average  remaining term to maturity
and a weighted average CLTV at origination,  as of each Subsequent Cut-Off Date,
that does not vary materially from the Initial Mortgage Loans included initially
in the  Trust  Estate,  and the  percentage  of  Mortgage  Loans  (by  aggregate
principal  balance)  that are secured by second  liens on the related  Mortgaged
Properties  shall be no greater than the percentage of Initial  Mortgage  Loans.
Subsequent Mortgage Loans with characteristics materially varying from those set
forth above may be  purchased  by the Issuer and included in the Trust Estate if
they are  acceptable to the Enhancer,  in its reasonable  discretion;  provided,
however, that the addition of such Subsequent Mortgage Loans will not materially
affect the aggregate  characteristics of the Mortgage Loans in the Trust Estate.
The  Seller  shall not  transfer  Subsequent  Mortgage  Loans with the intent to
mitigate losses on Mortgage Loans  previously  transferred.  Upon the end of the
Revolving    Period,    the    Enhancer    may    increase    the    Outstanding
Overcollateralization Amount pursuant to Section 2.2(e) herein.

(d) Within five Business Days after each  Subsequent  Transfer  Date, the Seller
shall deliver to the Rating Agencies,  the Indenture  Trustee and the Enhancer a
copy of the updated  Mortgage Loan Schedule  reflecting the Subsequent  Mortgage
Loans in electronic format (to be followed by a hard copy).

(e) In the event that a mortgage  loan is not  acceptable  to the  Enhancer as a
Subsequent Mortgage Loan pursuant to Section 2.2(b)(vi) hereof, the Enhancer and
the Seller may  mutually  agree to the  transfer  of such  mortgage  loan to the
Issuer as a Subsequent Mortgage Loan, subject to any increase in the Outstanding
Overcollateralization  Amount  that  may be  agreed  to by the  Seller  and  the
Enhancer  pursuant to the Indenture,  in which event the Seller shall deliver to
the Issuer and the Indenture Trustee,  with a copy to the Enhancer, an Officer's
Certificate confirming the agreement to the transfer of such Subsequent Mortgage
Loan  and   specifying   the  amount  of  such   increase  in  the   Outstanding
Overcollateralization Amount, which additional  Overcollateralization Amount may
not be contributed by the Seller.

Section 2.3    [Reserved]

Section 2.4    [Reserved]

Section 2.5    [Reserved]

Section 2.6    Payment of Purchase Price.

                                        8

<PAGE>

(a) The sale of the Initial Mortgage Loans shall take place on the Closing Date,
subject to and  simultaneously  with the deposit of the Initial  Mortgage  Loans
into the Trust  Estate,  the deposit of the Original  Pre-Funded  Amount and the
Interest  Coverage  Amount  into the  Pre-Funding  Account  and the  Capitalized
Interest Account, respectively, and the issuance of the Securities. The purchase
price (the  "Purchase  Price") for the Initial  Mortgage Loans to be paid by the
Purchaser  to the  Seller  on the  Closing  Date  shall  be an  amount  equal to
$385,055,551.09 in immediately  available funds, together with the Certificates,
in respect of the Cut-Off Date Principal  Balances  thereof.  The Purchase Price
paid for any Subsequent Mortgage Loan by the Indenture Trustee, at the direction
of the Issuer,  shall be one-hundred  percent  (100%) of the Subsequent  Cut-Off
Date  Principal  Balance  thereof (as  identified  on the Mortgage Loan Schedule
attached to the related  Subsequent  Transfer Agreement provided by the Seller).
In the case of each Additional Balance transferred hereunder created on or after
the Cut-Off  Date (or the  Subsequent  Cut-Off  Date in the case of a Subsequent
Mortgage Loan) and prior to the commencement of the Rapid  Amortization  Period,
the Purchase  Price thereof  shall be the  principal  amount of the related Draw
under  the  related  Loan  Agreement  on the later of the  Closing  Date (or the
related Subsequent  Transfer Date in the case of a Subsequent Mortgage Loan) and
the date of the creation of such Additional Balance.

(b) In  consideration of the sale of the Initial Mortgage Loans by the Seller to
the Purchaser on the Closing Date, the Purchaser  shall pay to the Seller on the
Closing Date by wire transfer of immediately  available  funds to a bank account
designated by the Seller,  the amount  specified above in paragraph (a) for each
Initial Mortgage Loan; provided, that such payment may be on a net funding basis
if agreed by the Seller and the Purchaser.  In  consideration of the sale of any
Subsequent  Mortgage  Loan by the Seller to the Issuer,  the Issuer shall pay to
the Seller by wire  transfer of  immediately  available  funds to a bank account
designated by the Seller,  the amount  specified above in paragraph (a) for each
Subsequent  Mortgage Loan. With respect to each Additional  Balance  transferred
hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan,
the Issuer as  assignee  of the  Purchaser  shall pay or cause to be paid to the
Seller or its designee the Purchase Price  specified  above for such  Additional
Balance in one of the following ways, as applicable: (i) a cash payment pursuant
to Section  3.03(b) of the Servicing  Agreement and Section  2.6(a) hereof in an
amount equal to the related Draw, if then available  from Principal  Collections
during the related  Collection  Period on the Mortgage  Loans,  or from funds on
deposit in the Funding  Account,  and (ii) to the extent  aggregate Draws exceed
Principal  Collections and the amount on deposit in the Funding Account for such
Collection  Period,  an increase in the Variable Funding Balance of the Variable
Funding Notes of the related Class or an issuance of new Variable Funding Notes,
as of the Payment  Date  corresponding  to the  Collection  Period in which such
Additional Balances were created, equal to the amount of such excess.

Section 2.7  Variable  Funding  Notes on or after the Closing  Date.  Subject to
Section 4.01(d) of the Indenture,  if at any time, the Seller or an Affiliate of
the Seller holds Variable Funding Notes that have reached their Maximum Variable
Funding  Balance,  and to the  extent  that the same are  exchanged  for  Capped
Funding Notes in accordance  with Section  4.01(d) of the Indenture,  the Seller
may cause such Capped Funding Notes to be resold in a private offering  pursuant
to a private placement  memorandum.  Any such private placement memorandum shall
not include any information with respect to the Enhancer, except for information
approved by the Enhancer for use therein.

                                        9

<PAGE>

Section  2.8  Draws  During  Rapid   Amortization   Period.   During  the  Rapid
Amortization  Period,  any Draws made on the HELOCs (each, an "Excluded Amount")
shall not be  Additional  Balances,  and the  ownership of the related  balances
shall  be  retained  by the  Seller.  On  any  Payment  Date  during  the  Rapid
Amortization  Period,  with  respect  to  the  related  Collection  Period,  all
Collections  in respect of each HELOC shall be allocated pro rata as between the
Issuer  and the  Seller,  based on the  relative  proportions  of the  Principal
Balance and the  Excluded  Amount  thereof,  respectively,  as of the end of the
calendar month  immediately  prior to such Collection  Period.  During the Rapid
Amortization  Period,  any losses  incurred  with  respect  to a HELOC  shall be
allocated  pro rata  between the Issuer and the Seller,  based on the  Principal
Balance  and  the  Excluded  Amount  thereof,  respectively,  as of the  date of
liquidation of such HELOC.  Notwithstanding any other provision hereof or of the
Servicing  Agreement,  payments and collections  allocable to an Excluded Amount
shall not be deposited into the Custodial Account,  the Distribution  Account or
the Note Payment Account, and shall be distributed by the Servicer to the Seller
no less  frequently  than monthly in  accordance  with  reasonable  instructions
provided by the Seller.

                                  ARTICLE III

                               REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

Section 3.1 Seller  Representations  and Warranties.  The Seller  represents and
warrants  to the  Purchaser,  as of the Closing  Date and as of each  Subsequent
Transfer Date (or if otherwise specified below, as of the date so specified):

(a)     As to the Seller:

(i)     The Seller is a corporation duly organized, validly existing and in good
        standing under the laws of the  jurisdiction  governing its creation and
        existence and is or will be in compliance with the laws of each state in
        which any  Mortgaged  Property  is located to the  extent  necessary  to
        ensure the enforceability of each Mortgage Loan;

(ii)    The Seller has the power and  authority  to make,  execute,  deliver and
        perform  its  obligations  under  this  Agreement  and  each  Subsequent
        Transfer  Agreement and all of the transactions  contemplated under this
        Agreement  and each  Subsequent  Transfer  Agreement,  and has taken all
        necessary  corporate  action to authorize  the  execution,  delivery and
        performance of this Agreement and each Subsequent Transfer Agreement;

(iii)   The Seller is not  required to obtain the consent of any other Person or
        any   consents,   licenses,   approvals  or   authorizations   from,  or
        registrations or declarations with, any governmental  authority,  bureau
        or agency  in  connection  with the  execution,  delivery,  performance,

                                        10
<PAGE>

        validity or enforceability of this Agreement or any Subsequent  Transfer
        Agreement,   except   for  such   consents,   licenses,   approvals   or
        authorizations,  or registrations  or  declarations,  as shall have been
        obtained or filed, as the case may be;

(iv)    The  execution  and  delivery  of this  Agreement  by the Seller and its
        performance  and  compliance  with the terms of this  Agreement will not
        violate  the  Seller's   Certificate  of   Incorporation  or  Bylaws  or
        constitute a material  default (or an event which,  with notice or lapse
        of time, or both, would constitute a material  default) under, or result
        in the  material  breach of, any material  contract,  agreement or other
        instrument  to which the Seller is a party or which may be applicable to
        the Seller or any of its assets;

(v)     No  litigation  before  any  court,  tribunal  or  governmental  body is
        currently pending, or to the knowledge of the Seller threatened, against
        the Seller or with respect to this Agreement or any Subsequent  Transfer
        Agreement that in the opinion of the Seller has a reasonable  likelihood
        of  resulting  in  a  material   adverse  effect  on  the   transactions
        contemplated by this Agreement or any Subsequent Transfer Agreement;

(vi)    [Reserved];

(vii)This Agreement and each Subsequent Transfer Agreement  constitutes a legal,
     valid and binding obligation of the Seller,  enforceable against the Seller
     in accordance with its terms,  except as  enforceability  may be limited by
     applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or other
     similar  laws now or  hereafter  in effect  affecting  the  enforcement  of
     creditors'  rights in  general  and  except as such  enforceability  may be
     limited by general principles of equity (whether considered in a proceeding
     at law or in equity) or by public  policy with  respect to  indemnification
     under applicable securities laws;

(viii)  This  Agreement  constitutes  a valid  transfer  and  assignment  to the
        Purchaser  of all right,  title and interest of the Seller in and to the
        Initial  Mortgage Loans  (including the Cut-Off Balance now existing and
        all  Additional  Balances  thereafter  arising to and  including the day
        immediately  preceding the Rapid Amortization  Period, all monies due or
        to become due with  respect  thereto,  and all  proceeds of such Cut-Off
        Date Principal  Balances with respect to the Initial Mortgage Loans; and
        this  Agreement  and the related  Subsequent  Transfer  Agreement,  when
        executed,  will constitute a valid transfer and assignment to the Issuer
        of all right,  title and interest of the Seller in and to the Subsequent
        Mortgage Loans (including the Cut-Off  Balances  existing on the related
        Subsequent Cut-Off Date and thereafter arising to and including the date
        immediately  preceding the Rapid Amortization Period), all monies due or
        to become due with respect thereto,  and all proceeds of such Subsequent
        Cut-Off Date Principal  Balances and such funds as are from time to time
        deposited in the Custodial  Account  (excluding any investment  earnings
        thereon) as assets of the Trust and all other property  specified in the
        definition of "Trust" as being part of the corpus of the Trust  conveyed
        to the  Purchaser  by the Seller,  and upon  payment for the  Additional
        Balances,  will  constitute  a  valid  transfer  and  assignment  to the
        Purchaser (or the Issuer in the case of any Additional Balances relating
        to Subsequent  Mortgage  Loans) of all right,  title and interest of the
        Seller in and to the  Additional  Balances,  all monies due or to become
        due with respect thereto,  and all proceeds of such Additional  Balances
        and all other property  specified in the definition of "Trust"  relating
        to the Additional Balances; and

                                        11
<PAGE>

(ix)    The Seller is not in default  with respect to any order or decree of any
        court  or  any  order,  regulation  or  demand  of any  federal,  state,
        municipal or governmental  agency, which default might have consequences
        that would materially and adversely  affect the condition  (financial or
        otherwise) or  operations of the Seller or its  properties or might have
        consequences  that would  materially  adversely  affect its  performance
        hereunder;

(b) As to each Initial  Mortgage Loan as of the Closing Date and with respect to
each Subsequent Mortgage Loan as of the related Subsequent Transfer Date (except
as otherwise specified below):

(i)     The  information set forth in the Mortgage Loan Schedule with respect to
        each  Mortgage  Loan or the  Mortgage  Loans is true and  correct in all
        material  respects  as of  the  date  or  dates  respecting  which  such
        information is initially furnished;

(ii) The Cut-Off Date  Principal  Balances or Subsequent  Cut-Off Date Principal
     Balances  have not been  assigned  or  pledged,  the  Seller has good title
     thereto  and the Seller is the sole owner and holder of such  Cut-Off  Date
     Principal  Balances and Subsequent Cut-Off Date Principal Balances free and
     clear  of any and all  liens,  encumbrances,  pledges,  security  interests
     (other than,  with respect to any Mortgage Loan in a second lien  position,
     the lien of the related  first  mortgage)  of any nature and has full right
     and  authority,   under  all  governmental  and  regulatory  bodies  having
     jurisdiction  over the ownership of the  applicable  Mortgage Loans to sell
     and assign the same pursuant to this Agreement;

(iii)(A) The related Loan  Agreement  and the Mortgage have not been assigned or
     pledged,  (B) immediately  prior to the assignment of the Mortgage Loans to
     the  Trustee  the Seller has good title  thereto  and (C) the Seller is the
     sole  owner and holder of the  Mortgage  Loan free and clear of any and all
     liens,  encumbrances,  pledges,  or security  interests  (other than,  with
     respect to any  Mortgage  Loan in a second lien  position,  the lien of the
     related  first  mortgage)  of any nature and has full right and  authority,
     under all governmental and regulatory  bodies having  jurisdiction over the
     ownership  of the  applicable  Mortgage  Loans to sell and  assign the same
     pursuant to this Agreement or the related Subsequent Transfer Agreement, as
     applicable;

(iv)    To the best of the Seller's knowledge, there is no valid offset, defense
        or counterclaim of any obligor under any Loan Agreement or Mortgage;

(v)  To the best of the Seller's knowledge,  there is no delinquent recording or
     other tax or fee or assessment lien against any related Mortgaged Property;

(vi)    To the best of the Seller's knowledge, there is no proceeding pending or
        threatened  for  the  total  or  partial  condemnation  of  the  related
        Mortgaged Property;

                                        12
<PAGE>

(vii)   To the  best of the  Seller's  knowledge,  there  are no  mechanics'  or
        similar  liens or  claims  which  have been  filed  for  work,  labor or
        material  affecting the related Mortgaged  Property which are, or may be
        liens prior or equal to, or  subordinate  with,  the lien of the related
        Mortgage,  except  liens  which are fully  insured  against by the title
        insurance policy referred to in clause (xi);

(viii)  As of the Cut-Off Date or related  Subsequent  Cut-Off Date, no Mortgage
        Loan was 30 days or more delinquent in payment of principal or interest;

(ix)    For each  Mortgage  Loan,  the related  Mortgage  File  contains or will
        contain,  in accordance with Section  2.1(c)(ii),  each of the documents
        and instruments specified to be included therein;

(x)     To the best of the Seller's  knowledge,  the related Loan  Agreement and
        the related  Mortgage at the time it was made  complied in all  material
        respects with applicable local, state and federal laws;

(xi)    A title  search or other  assurance  of title  customary in the relevant
        jurisdiction was obtained with respect to each Mortgage Loan;

(xii)None of the Mortgaged Properties is a mobile home or a manufactured housing
     unit that is not permanently attached to its foundation;

(xiii)  As of the Cut-Off Date, no more than approximately  35.82% and 12.78% of
        the Initial HELOCs,  by Cut-Off Date Principal  Balance,  are secured by
        Mortgaged  Properties located in California and Michigan,  respectively,
        and no more than approximately  42.77% and 5.44% of the Initial HELs, by
        Cut-Off Date  Principal  Balance,  are secured by  Mortgaged  Properties
        located in California and Texas. No more than approximately 4.62% of the
        Initial HELOCs and  approximately  3.31% of the Initial HELs, by Cut-Off
        Date Principal Balance,  are secured by Mortgaged  Properties located in
        planned unit developments;

(xiv)   As of  the  Cut-Off  Date  or  Subsequent  Cut-Off  Date,  the  Combined
        Loan-to-Value Ratio for each Mortgage Loan was not in excess of 103%;

(xv)    As of the Cut-Off  Date, no more than  approximately  20% of the Initial
        Mortgage  Loans,  by Cut-Off  Date  Principal  Balance,  are  secured by
        Mortgaged Properties which may have been appraised using the statistical
        property evaluation method of Solimar.net;

(xvi)   The  Seller  has not  transferred  the  Initial  Mortgage  Loans  to the
        Purchaser or any Subsequent Mortgage Loans to the Issuer with any intent
        to hinder, delay or defraud any of its creditors;

(xvii)  The minimum  monthly  payment with  respect to any Mortgage  Loan is not
        less  than the  interest  accrued  at the  applicable  Loan  Rate on the
        average daily  Principal  Balance during the interest period relating to
        the date on which such minimum monthly payment is due;

                                        13
<PAGE>

(xviii) Within a loan type, and except as required by applicable  law, each Loan
        Agreement and each Mortgage is an enforceable  obligation of the related
        Mortgagor;

(xix)   To the best knowledge of the Seller,  the physical  property  subject to
        each Mortgage is free of material damage and is in acceptable repair;

(xx)    The Seller has not  received a notice of default of any senior  mortgage
        loan related to a Mortgaged Property which has not been cured by a party
        other than the Servicer;

(xxi)Each of the  HELOCs has a  substantially  similar  definition  of the prime
     rate as the Index applicable to the related Loan Rate;

(xxii)  None of the Mortgage Loans is a reverse mortgage loan;

(xxiii) No  Initial  HELOC has an  original  term to  maturity  in excess of 300
        months.  Interest rate  adjustments for HELOCs prior to the Cut-Off Date
        or  Subsequent  Cut-Off  Date were made in  compliance  with the related
        Mortgage and Loan Agreement.  Over the term of any HELOC,  the Loan Rate
        may not exceed the related Maximum Loan Rate, if any;

(xxiv)  As of the Cut-Off Date, the Initial HELOCs have Maximum Loan Rates which
        range  between  15.00% and  19.50%.  The current  Gross  Margins for the
        Initial HELOCs range between -1.00% and 5.50%,  and the weighted average
        Gross  Margin for the Initial  HELOCs is  approximately  1.07% as of the
        Cut-Off  Date.  As of the  Cut-Off  Date,  the Loan Rates on the Initial
        HELOCs range between 9.00% (not  including  teaser rates) and 15.00% and
        on the Initial  HELs range  between  5.99% and 15.5%,  and the  weighted
        average Loan Rate is  approximately  11.36% (not including teaser rates)
        for the Initial  HELOCs and 11.027% for the Initial  HELs.  The weighted
        average  remaining  term to scheduled  maturity of the Initial  Mortgage
        Loans on a  contractual  basis as of the Cut-Off  Date is  approximately
        195.77  months for the Initial  HELOCs and 172.24 months for the Initial
        HELs;

(xxv)(A) Each  Mortgaged  Property  consists of a single parcel of real property
     with a single family or two- to four-family  residence erected thereon,  or
     an individual  condominium unit, planned unit development unit; (B) (1)With
     respect to the Initial  HELOCs (a)  approximately  11.47% (by Cut-Off  Date
     Principal  Balance)  are secured by real  property  improved by  individual
     condominium units and planned  development units, (b) approximately  88.20%
     (by Cut-Off Date  Principal  Balance) are secured by real  property  with a
     single  family  residence  erected  thereon,  (c)  approximately  0.29% (by
     Cut-Off Date Principal Balance) are secured by real property with a two- to
     four-family  residence  erected  thereon  and (d) 0.04% are secured by real
     property  improved  by  manufactured  housing  and (2) With  respect to the
     Initial HELs, (a) approximately  9.36% (by Cut-Off Date Principal  Balance)
     are secured by real property  improved by individual  condominium units and
     planned  development  units,  (b)  approximately  88.99% (by  Cut-Off  Date
     Principal  Balance)  are  secured  by real  property  with a single  family
     residence  erected  thereon,  (c)  approximately  1.65%  (by  Cut-Off  Date
     Principal  Balance) are secured by real property with a two- to four-family
     residence  erected  thereon  and (d)  none  are  secured  by real  property
     improved by manufactured housing;

                                        15
<PAGE>

(xxvi)  As of the Cut-Off  Date,  (A) the Credit  Limits on the  Initial  HELOCs
        range between approximately $5,000.00 and $852,000.00 with an average of
        $40,075.38,  and (B) no Initial Mortgage Loan had a principal balance in
        excess of $780,000;

(xxvii) No more than  approximately  94.61% of the Initial  Mortgage  Loans,  by
        aggregate  Principal  Balance as of the  Cut-Off  Date,  are  secured by
        second liens;

(xxviii)A policy of hazard  insurance and flood  insurance,  if applicable,  has
        been required from the Mortgagor for the Mortgage Loan when the Mortgage
        Loan was originated;

(xxix)  Other  than with  respect  to a payment  default,  there is no  material
        default,  breach,  violation or event of acceleration existing under the
        terms of any Loan Agreement or Mortgage and, to the best of the Seller's
        knowledge,  no event which,  with notice and  expiration of any grace or
        cure period, would constitute a material default,  breach,  violation or
        event of acceleration under the terms of any Loan Agreement or Mortgage,
        and no such material default, breach, violation or event of acceleration
        has been waived by the Seller  involved in  originating or servicing the
        related Mortgage Loan;

(xxx)   No instrument of release or waiver has been executed in connection  with
        the Mortgage Loans,  and no Mortgagor has been released,  in whole or in
        part from its obligations in connection therewith;

(xxxi)  With respect to each Mortgage Loan secured by a second lien,  either (a)
        no consent for such  Mortgage Loan was required by the holder or holders
        of the related  prior lien,  (b) such  consent has been  obtained and is
        contained  in the  related  Mortgage  File or (c) no  consent  for  such
        Mortgage Loan was required by relevant law;

(xxxii) To the extent  permitted by  applicable  law,  the  Mortgage  contains a
        customary  provision for the  acceleration  of the payment of the unpaid
        Principal  Balance  of the  Mortgage  Loan  in  the  event  the  related
        Mortgaged  Property is sold without the prior  consent of the  mortgagee
        thereunder; and

(xxxiii)The Seller used no selection  procedures that identified  Mortgage Loans
        as being less desirable or valuable than other comparable mortgage loans
        originated  or  acquired  by the  Seller  under  the GMACM  Home  Equity
        Program. The Mortgage Loans are representative of the Seller's portfolio
        of fixed rate and adjustable  rate mortgage  loans that were  originated
        under the GMACM Home Equity Program.

                                        15
<PAGE>

        Upon  discovery  by the Seller or upon  notice from the  Purchaser,  the
Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or the Custodian,
as applicable,  of a breach of any  representation  or warranty in paragraph (a)
above that materially and adversely affects the interests of the Securityholders
or the Enhancer,  as applicable,  in any Mortgage Loan, the Seller shall, within
90 days of its  discovery  or its receipt of notice of such  breach,  either (i)
cure such breach in all material respects or (ii) to the extent that such breach
is with respect to a Mortgage Loan or a Related Document,  either (A) repurchase
such Mortgage Loan from the Issuer at the  Repurchase  Price,  or (B) substitute
one or more Eligible  Substitute  Loans for such Mortgage  Loan, in each case in
the manner and subject to the conditions and limitations set forth below.

        Upon  discovery  by the Seller or upon  notice from the  Purchaser,  the
Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or the Custodian,
as applicable,  of a breach of any  representation or warranty in this paragraph
(b) above  with  respect  to any  Mortgage  Loan,  or upon the  occurrence  of a
Repurchase  Event,  that  materially and adversely  affects the interests of the
Securityholders,  the Enhancer or the Purchaser in such Mortgage Loan (notice of
which shall be given to the Purchaser by the Seller,  if it discovers the same),
notwithstanding  the Seller's lack of knowledge with respect to the substance of
such  representation  and warranty,  the Seller shall,  within 90 days after the
earlier of its discovery or receipt of notice  thereof,  either cure such breach
or  Repurchase  Event in all  material  respects or either (i)  repurchase  such
Mortgage Loan from the Issuer at the Repurchase Price, or (ii) substitute one or
more  Eligible  Substitute  Loans for such  Mortgage  Loan,  in each case in the
manner and subject to the conditions set forth below.  The Repurchase  Price for
any such Mortgage Loan repurchased by the Seller shall be deposited or caused to
be deposited by the Servicer into the Custodial Account.

        In the event that the Seller elects to substitute an Eligible Substitute
Loan or Loans for a Deleted Loan  pursuant to this Section 3.1, the Seller shall
deliver to the Custodian on behalf of the Issuer,  with respect to such Eligible
Substitute  Loan or Loans,  the original Loan Agreement and all other  documents
and  agreements  as are  required  by Section  2.1(c),  with the Loan  Agreement
endorsed as  required by Section  2.1(c).  No  substitution  will be made in any
calendar  month after the  Determination  Date for such month.  Minimum  Monthly
Payments  due  with  respect  to  Eligible  Substitute  Loans  in the  month  of
substitution  shall not be part of the Trust  Estate and will be retained by the
Servicer  and  remitted  by the  Servicer  to the Seller on the next  succeeding
Payment Date,  provided that a payment at least equal to the applicable  Minimum
Monthly  Payment for such month in respect of the Deleted Loan has been received
by the Issuer. For the month of substitution,  distributions to the Note Payment
Account pursuant to the Servicing Agreement will include the Monthly Payment due
on a Deleted Loan for such month and  thereafter the Seller shall be entitled to
retain all amounts  received in respect of such Deleted Loan. The Servicer shall
amend or cause to be amended the Mortgage  Loan  Schedule to reflect the removal
of such Deleted Loan and the  substitution  of the Eligible  Substitute  Loan or
Loans and the Servicer  shall deliver the amended  Mortgage Loan Schedule to the
Owner Trustee,  the Indenture Trustee and the Enhancer.  Upon such substitution,
the  Eligible  Substitute  Loan or Loans  shall be  subject to the terms of this
Agreement  and the  Servicing  Agreement  in all  respects,  the Seller shall be
deemed to have made the  representations  and  warranties  with  respect  to the
Eligible  Substitute  Loan  contained  herein set forth in Section 3.1(b) (other
than clauses (viii), (xiii), (xiv), (xxiv), (xxv)(B)(1),  (xxv)(B)(2) and (xxvi)
thereof) as of the date of substitution and a  representation  and warranty that
each  Mortgage  Loan  is  an  Eligible   Substitute  Loan  as  of  the  date  of
substitution,  and the Seller shall be obligated to repurchase or substitute for
any  Eligible  Substitute  Loan as to which a  Repurchase  Event has occurred as
provided  herein.  In connection  with the  substitution of one or more Eligible
Substitute Loans for one or more Deleted Loans, the Servicer shall determine the
amount (such amount, a "Substitution  Adjustment Amount"),  if any, by which the
aggregate principal balance of all such Eligible Substitute Loans as of the date
of substitution is less than the aggregate principal balance of all such Deleted
Loans (after application of the principal portion of the Monthly Payments due in
the month of substitution that are to be distributed to the Note Payment Account
in the month of  substitution).  The  Seller  shall  deposit  the amount of such
shortfall into the Custodial  Account on the date of  substitution,  without any
reimbursement therefor.

                                        16
<PAGE>


        Upon  receipt by the  Indenture  Trustee on behalf of the Issuer and the
Custodian of written notification, signed by a Servicing Officer, of the deposit
of such Repurchase Price or of such substitution of an Eligible  Substitute Loan
(together with the complete related Mortgage File) and deposit of any applicable
Substitution  Adjustment  Amount as provided above, the Custodian,  on behalf of
the Indenture Trustee, shall release to the Seller the related Mortgage File for
the Mortgage Loan being repurchased or substituted for and the Indenture Trustee
on behalf of the Issuer shall execute and deliver such  instruments  of transfer
or assignment prepared by the Servicer,  in each case without recourse, as shall
be necessary to vest in the Seller or its designee  such  Mortgage Loan released
pursuant  hereto and thereafter  such Mortgage Loan shall not be an asset of the
Issuer.

        It is  understood  and agreed that the  obligation of the Seller to cure
any breach,  or to repurchase  or  substitute  for any Mortgage Loan as to which
such a breach has occurred and is continuing,  shall  constitute the sole remedy
respecting   such  breach   available  to  the   Purchaser,   the  Issuer,   the
Certificateholders  (or the Owner  Trustee on behalf of the  Certificateholders)
and the  Noteholders  (or the  Indenture  Trustee on behalf of the  Noteholders)
against the Seller.

        It is understood and agreed that the  representations and warranties set
forth in this  Section 3.1 shall  survive  delivery of the  respective  Mortgage
Files to the Issuer or the Custodian.

                                   ARTICLE IV

                               SELLER'S COVENANTS

Section 4.1 Covenants of the Seller.  The Seller hereby  covenants that,  except
for the transfer  hereunder and as of any  Subsequent  Transfer Date, the Seller
will not sell, pledge, assign or transfer to any other Person, or grant, create,
incur or assume any Lien on any Mortgage Loan, or any interest  therein,  except
with respect to any Excluded Amount.  The Seller shall notify the Issuer (in the
case of the  Initial  Mortgage  Loans,  as assignee  of the  Purchaser),  of the
existence  of any Lien  (other  than as  provided  above) on any  Mortgage  Loan
immediately upon discovery thereof; and the Seller shall defend the right, title
and  interest  of the  Issuer (in the case of the  Initial  Mortgage  Loans,  as
assignee  of the  Purchaser)  in, to and under the  Mortgage  Loans  against all
claims of third parties claiming through or under the Seller; provided, however,
that  nothing  in this  Section  4.1  shall be  deemed to apply to any Liens for
municipal or other local taxes and other  governmental  charges if such taxes or
governmental  charges  shall not at the time be due and payable or if the Seller
shall currently be contesting the validity  thereof in good faith by appropriate
Proceedings.

                                        17
<PAGE>

                                   ARTICLE V

                                    SERVICING

Section 5.1  Servicing.  The Seller shall service the Mortgage Loans pursuant to
the terms and  conditions of the  Servicing  Agreement and the Program Guide and
shall service the Mortgage Loans  directly or through one or more  sub-servicers
in accordance therewith.

                                   ARTICLE VI

                          INDEMNIFICATION BY THE SELLER
                       WITH RESPECT TO THE MORTGAGE LOANS

Section  6.1  Limitation  on  Liability  of the Seller.  None of the  directors,
officers,  employees or agents of the Seller shall be under any liability to the
Purchaser or the Issuer,  it being expressly  understood that all such liability
is expressly  waived and released as a condition of, and as  consideration  for,
the execution of this Agreement and any Subsequent Transfer Agreement. Except as
and to the extent  expressly  provided in the  Servicing  Agreement,  the Seller
shall not be under any liability to the Issuer, the Owner Trustee, the Indenture
Trustee or the Securityholders.  The Seller and any director,  officer, employee
or agent of the Seller may rely in good faith on any  document of any kind prima
facie  properly  executed  and  submitted by any Person  respecting  any matters
arising hereunder.

Section 6.2 Indemnification with Respect to the Mortgage Loans. The Seller shall
indemnify  and hold  harmless the  Purchaser and the Issuer (with respect to the
Initial mortgage Loans, as assignee of the Purchaser) from and against any loss,
liability   or   expense   arising   from  any  breach  by  the  Seller  of  its
representations  and warranties in Section 3.1 of this Agreement that materially
and adversely  affects the Purchaser's  interest in any Initial Mortgage Loan or
the Issuer's  interest in any Mortgage Loan or from the failure by the Seller to
perform  its  obligations  under  this  Agreement  or  any  Subsequent  Transfer
Agreement  in any  material  respect;  provided,  that the Seller  shall have no
obligation  to  indemnify  the  Purchaser  in respect of any loss,  liability or
expense  that arises as a result of the  Purchaser's  willful  malfeasance,  bad
faith or  negligence  or as a  result  of the  breach  by the  Purchaser  of its
obligations  hereunder;  nor shall  the  Seller  shall  have any  obligation  to
indemnify the Issuer in respect of any loss, liability or expense that arises as
a result of the Issuer's willful malfeasance, bad faith or negligence.

                                  ARTICLE VII

                                   TERMINATION

     Section  7.1  Termination.  The  obligations  and  responsibilities  of the
parties hereto shall terminate upon the termination of the Trust Agreement.

                                        18
<PAGE>

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

Section 8.1  Amendment.  This  Agreement may be amended from time to time by the
parties  hereto by  written  agreement  with the prior  written  consent  of the
Enhancer (which consent shall not be unreasonably withheld).

Section 8.2 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND 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.

Section 8.3 Notices. All demands,  notices and communications hereunder shall be
in writing and shall be deemed to have been duly given if  personally  delivered
at or mailed by registered mail, postage prepaid, addressed as follows:

(i)     if to the Seller:

                          GMAC Mortgage Corporation
                          100 Witmer Road
                          Horsham, Pennsylvania  10944
                          Attention: Barry Bier, Senior Vice President
                          Re: GMACM Home Equity Loan Trust 2000-HE2;

(ii)    if to the Purchaser:

                          Residential Asset Mortgage Products, Inc.
                          8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                          Attention:President
                          Re: GMACM Home Equity Loan Trust 2000-HE2;

(iii)   if to the Indenture Trustee:

                          Norwest Bank Minnesota, National Association
                          11000 Broken Land Parkway
                          Columbia, Maryland 21044
                          Attention:  GMACM Home Equity Loan Trust 2000-HE2,

                          Copy to the Corporate Trust Office of the Indenture
                                Trustee;

                                        19
<PAGE>

(iv)    if to the Issuer:

                          c/o Wilmington Trust Company, as Owner Trustee
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890-0001
                          Re:  GMACM Home Equity Loan Trust 2000-HE2; or

(v)     if to the Enhancer:

                          MBIA Insurance Corporation
                          113 King Street
                          Armonk, New York 10504
                          Attention:Insured Portfolio Management -
                                Structured Finance
                   Re: GMACM Home Equity Loan Trust 2000-HE2;

or, with respect to any of the foregoing  Persons,  at such other address as may
hereafter be furnished to the other foregoing Persons in writing.

Section 8.4  Severability  of  Provisions.  If any one or more of the covenants,
agreements,  provisions or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants,  agreements,  provisions or terms
of this Agreement and shall in no way affect the validity of  enforceability  of
the other provisions of this Agreement.

Section 8.5 Relationship of Parties. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture among the parties hereto, and
the services of the Seller shall be rendered as an  independent  contractor  and
not as agent for the Purchaser.

Section  8.6  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts, each of which, when so executed, shall be deemed to be an original
and such counterparts, together, shall constitute one and the same agreement.

Section 8.7  Further  Agreements.  The parties  hereto each agree to execute and
deliver to the other such additional documents, instruments or agreements as may
be necessary or appropriate to effectuate the purposes of this Agreement.

Section 8.8 Intention of the Parties.  It is the intention of the parties hereto
that the Purchaser  will be purchasing on the Closing Date,  and the Seller will
be selling on the Closing  Date,  the Initial  Mortgage  Loans,  rather than the
Purchaser  providing a loan to the Seller secured by the Initial  Mortgage Loans
on the Closing Date;  and that the Issuer will be purchasing on each  Subsequent
Transfer Date, and the Seller will be selling on each Subsequent  Transfer Date,
the related Subsequent  Mortgage Loans,  rather than the Issuer providing a loan
to  the  Seller  secured  by the  related  Subsequent  Mortgage  Loans  on  each
Subsequent Transfer Date.  Accordingly,  the parties hereto each intend to treat
this  transaction  for federal  income tax purposes as (i) a sale by the Seller,
and a purchase by the  Purchaser,  of the Initial  Mortgage Loans on the Closing
Date and (ii) a sale by the Seller, and a purchase by the Issuer, of the related
Subsequent  Mortgage Loans on each  Subsequent  Transfer Date. The Purchaser and
the  Issuer  shall  each  have the right to review  the  Mortgage  Loans and the
Related Documents to determine the  characteristics  of the Mortgage Loans which
will affect the federal income tax  consequences  of owning the Mortgage  Loans,
and  the  Seller  shall  cooperate  with  all  reasonable  requests  made by the
Purchaser or the Issuer in the course of such review.

                                        20

<PAGE>

Section 8.9    Successors and Assigns; Assignment of This Agreement.

(a) This Agreement  shall bind and inure to the benefit of and be enforceable by
the parties hereto and their respective  permitted  successors and assigns.  The
obligations of the Seller under this  Agreement  cannot be assigned or delegated
to a third party without the consent of the Enhancer and the Purchaser  (and the
Issuer with respect to the transfer of any  Subsequent  Mortgage  Loans),  which
consent  shall be at the  Purchaser's  sole  discretion  (and the Issuer's  sole
discretion  with  respect to the  transfer of any  Subsequent  Mortgage  Loans);
provided,  that the Seller may assign its obligations hereunder to any Affiliate
of the Seller,  to any Person  succeeding to the business of the Seller,  to any
Person  into which the Seller is merged  and to any  Person  resulting  from any
merger,  conversion or consolidation to which the Seller is a party. The parties
hereto  acknowledge  that (i) the  Purchaser is acquiring  the Initial  Mortgage
Loans for the purpose of  contributing  them to the GMACM Home Equity Loan Trust
2000-HE2 and (ii) the Issuer is acquiring the Subsequent  Mortgage Loans for the
purpose of pledging the Subsequent  Mortgage Loans to the Indenture  Trustee for
the benefit of the Noteholders and the Enhancer.

(b) As an  inducement  to the  Purchaser  and the Issuer to purchase the Initial
Mortgage Loans and to the Issuer to purchase any Subsequent  Mortgage Loans, the
Seller  acknowledges  and consents to (i) the assignment by the Purchaser to the
Issuer of all of the  Purchaser's  rights  against  the Seller  pursuant to this
Agreement   insofar  as  such  rights  relate  to  the  Initial  Mortgage  Loans
transferred  to the Issuer and to the  enforcement  or  exercise of any right or
remedy  against the Seller  pursuant to this  Agreement by the Issuer,  (ii) the
enforcement  or exercise of any right or remedy  against the Seller  pursuant to
this  Agreement by or on behalf of the Issuer and (iii) the  Issuer's  pledge of
its interest in this Agreement to the Indenture  Trustee and the  enforcement by
the Indenture  Trustee of any such right or remedy against the Seller  following
an Event of Default under the Indenture.  Such  enforcement of a right or remedy
by the Issuer,  the Owner  Trustee,  the Enhancer or the Indenture  Trustee,  as
applicable,  shall  have the same force and effect as if the right or remedy had
been enforced or exercised by the Purchaser or the Issuer directly.

Section 8.10 Survival.  The  representations  and warranties  made herein by the
Seller and the provisions of Article VI hereof shall survive the purchase of the
Initial  Mortgage Loans hereunder and any transfer of Subsequent  Mortgage Loans
pursuant to this Agreement and the related Subsequent Transfer Agreement.

Section  8.11 Third  Party  Beneficiary.  The  Enhancer  shall be a third  party
beneficiary  hereof and shall be  entitled  to enforce  the  provisions  of this
Agreement as if a party hereto.

                                        21

<PAGE>


        IN WITNESS  WHEREOF,  the parties  hereto have caused  their names to be
signed to this  Mortgage Loan Purchase  Agreement by their  respective  officers
thereunto duly authorized as of the day and year first above written.


                       RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as
                           Purchaser



                       By: /s/ Patricia C. Taylor
                           Name:   Patricia C. Taylor
                           Title:  Vice President


                       GMAC MORTGAGE CORPORATION,
                          as Seller



                       By: /s/ Barry Bier
                           Name:  Barry Bier
                           Title: Senior Vice President


                       GMACM HOME EQUITY LOAN TRUST 2000-HE2, as Issuer

                       By: WILMINGTON TRUST COMPANY,
                              not in its individual capacity but solely
                              as Owner Trustee



                       By: /s/ W. Chris Sponenberg
                           -----------------------
                           Name:  W. Chris Sponenberg
                           Title: Assistant Vice President


                       NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as
                       Indenture Trustee


                       By: /s/ Peter A. Gobell
                           Name:   Peter A. Gobell
                           Title:  Assistant Vice President




<PAGE>



2-1



                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


                         [See Exhibit A of Exhibit 4.1]



<PAGE>


                                    EXHIBIT 2

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

     Pursuant to this Subsequent  Transfer  Agreement No.___ (the  "Agreement"),
dated as of  __________,  ___________,  between GMAC  Mortgage  Corporation,  as
seller (the "Seller"), and GMACM Home Equity Loan Trust 2000-HE2, as issuer (the
"Issuer"), and pursuant to the mortgage loan purchase agreement dated as of June
29, 2000 (the "Mortgage Loan Purchase Agreement"), among the Seller, Residential
Asset Mortgage Products,  Inc., as purchaser (the  "Purchaser"),  the Issuer and
Norwest  Bank  Minnesota,   National  Association,  as  indenture  trustee  (the
"Indenture Trustee"),  the Seller and the Issuer agree to the sale by the Seller
and the  purchase by the Issuer of the  mortgage  loans  listed on the  attached
Schedule of Subsequent Mortgage Loans (the "Subsequent Mortgage Loans").

        Capitalized  terms used and not  defined  herein  have their  respective
meanings as set forth in Appendix A to the indenture  dated as of June 29, 2000,
between the Issuer and the Indenture Trustee, which meanings are incorporated by
reference  herein.  All other  capitalized  terms  used  herein  shall  have the
meanings specified herein.

        Section 1.    Sale of Subsequent Mortgage Loans.

        (a) The Seller does hereby sell,  transfer,  assign, set over and convey
to the Issuer,  without recourse, all of its right, title and interest in and to
the Subsequent  Mortgage Loans (including the Subsequent  Cut-Off Date Principal
Balance  now  existing  and  thereafter   arising  to  and  including  the  date
immediately  preceding the commencement of the Rapid Amortization  Period),  all
principal received and interest accruing on the Subsequent Mortgage Loans on and
after the  Subsequent  Cut-Off Date, all monies due or to become due relating to
such  Subsequent  Mortgage  Loans and all items with  respect to the  Subsequent
Mortgage  Loans to be  delivered  pursuant to Section 2.2 of the  Mortgage  Loan
Purchase Agreement;  provided, however, that the Seller reserves and retains all
right,  title and interest in and to principal received and interest accruing on
the Subsequent  Mortgage Loans prior to the Subsequent Cut-Off Date. The Seller,
contemporaneously  with the delivery of this Agreement,  has delivered or caused
to be delivered to the  Indenture  Trustee each item set forth in Section 2.2 of
the Mortgage Loan Purchase Agreement.

        The  transfer  to the  Issuer by the Seller of the  Subsequent  Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the parties  hereto to  constitute  a sale by the Seller to the Issuer on the
Subsequent Transfer Date of all the Seller's right, title and interest in and to
the Subsequent Mortgage Loans, and other property as and to the extent described
above,  and the  Issuer  hereby  acknowledges  such  transfer.  In the event the
transactions  set forth  herein  shall be deemed  not to be a sale,  the  Seller
hereby  grants  to the  Issuer as of the  Subsequent  Transfer  Date a  security
interest in all of the Seller's  right,  title and interest in, to and under all
accounts, chattel papers, general intangibles,  contract rights, certificates of
deposit,  deposit accounts,  instruments,  documents,  letters of credit, money,
advices of credit,  investment property, goods and other property consisting of,
arising  under or  related  to the  Subsequent  Mortgage  Loans,  and such other
property,  to  secure  all of  the  Issuer's  obligations  hereunder,  and  this
Agreement shall constitute a security agreement under applicable law. The Seller
agrees to take or cause to be taken such actions and to execute such  documents,
including  without  limitation  the  filing  of all  necessary  UCC-1  financing
statements  filed in the State of Delaware and the  Commonwealth of Pennsylvania


<PAGE>

(which shall be submitted for filing as of the Subsequent  Transfer  Date),  any
continuation statements with respect thereto and any amendments thereto required
to  reflect a change in the name or  corporate  structure  of the  Seller or the
filing of any  additional  UCC-1  financing  statements due to the change in the
principal  office of the  Seller,  as are  necessary  to perfect and protect the
Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof.

        (b) The  expenses and costs  relating to the delivery of the  Subsequent
Mortgage Loans, this Agreement and the Mortgage Loan Purchase Agreement shall be
borne by the Seller.

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

        Section 2.    Representations and Warranties; Conditions Precedent.

        (a) The Seller hereby  affirms the  representations  and  warranties set
forth in Section 3.1 of the Mortgage Loan Purchase  Agreement that relate to the
Seller or the Subsequent Mortgage Loans as of the date hereof. The Seller hereby
confirms that each of the conditions set forth in Section 2.2(b) of the Mortgage
Loan  Purchase  Agreement  are  satisfied  as of the  date  hereof  and  further
represents  and warrants  that each  Subsequent  Mortgage Loan complies with the
requirements  of this Agreement and Section 2.2(c) of the Mortgage Loan Purchase
Agreement.

        (b) The Seller is  solvent,  is able to pay its debts as they become due
and has  capital  sufficient  to  carry  on its  business  and  its  obligations
hereunder;  it will not be rendered  insolvent by the  execution and delivery of
this  Instrument or by the  performance of its  obligations  hereunder nor is it
aware  of  any  pending  insolvency;  no  petition  of  bankruptcy  (or  similar
insolvency proceeding) has been filed by or against the Seller prior to the date
hereof.

        (c) All terms and  conditions of the Mortgage  Loan  Purchase  Agreement
relating to the  Subsequent  Mortgage  Loans are hereby  ratified and confirmed;
provided,  however,  that in the event of any  conflict the  provisions  of this
Agreement  shall  control over the  conflicting  provisions of the Mortgage Loan
Purchase Agreement.

        Section  3.  Recordation  of  Instrument.  To the  extent  permitted  by
applicable law or a memorandum  thereof if permitted under  applicable law, this
Agreement 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  related  Mortgages  are
situated,  and in any other  appropriate  public  recording office or elsewhere,
such recordation to be effected by the Servicer at the  Noteholders'  expense on
direction of the Majority Noteholders or the Enhancer, but only when accompanied
by an Opinion of Counsel to the  effect  that such  recordation  materially  and
beneficially  affects the  interests  of the  Noteholders  or the Enhancer or is
necessary for the administration or servicing of the Subsequent 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.

<PAGE>

     Section 5.  Counterparts.  This Instrument may be executed in counterparts,
each of which, when so executed,  shall be deemed to be an original and together
shall constitute one and the same instrument.

     Section 6.  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit  of and be binding  upon the Seller and the Issuer and their  respective
successors and assigns.


                   GMAC MORTGAGE CORPORATION,
                      as Seller



                   By:
                       Name:
                       Title:


                   GMACM HOME EQUITY LOAN TRUST 2000-HE2, as Issuer

                   By: WILMINGTON TRUST COMPANY,
                          not in its individual capacity but solely
                          as
                          Owner Trustee



                   By:
                       Name:
                       Title:



                                   Attachments

A.      Additional terms of sale.
B.      Schedule of Subsequent Mortgage Loans.
C.      Seller's Officer's Certificate.
D.      Seller's Officer's Certificate (confirmation of Enhancer approval).



<PAGE>






                            GMACM HOME EQUITY LOAN TRUST 2000-HE2

                    ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT

                                      ------------, ----


A.
      1.   Subsequent Cut-Off Date:
      2.   Pricing Date:
      3.   Subsequent Transfer Date:
      4.   Aggregate Principal Balance of the Subsequent Mortgage Loans as
           of the Subsequent Cut-Off Date:
      5.   Purchase Price:                                     100.00%
B.
As to all Subsequent Mortgage Loans:
      1.   Longest stated term to maturity:                               months
                                                               ----------
      2.   Minimum Loan Rate:                                             %
                                                               ----------
      3.   Maximum Loan Rate:                                             %
                                                               ----------
      4.   WAC of all Subsequent Mortgage Loans:                          %
                                                               ----------
      5.   WAM of all Subsequent Mortgage Loans:                          %
                                                               ----------
      6.   Largest Principal Balance:                          $
      7.   Non-owner occupied Mortgaged Properties:                       %
                                                               ----------
      8.   California and Michigan zip code concentrations:        % and      %
                                                               ----      ----
      9.   Condominiums:                                                  %
                                                               ----------
      10.  Single-family:                                                 %
                                                               ----------
      11.  Weighted average term since origination:                      %
                                                               ----------
      12.  Principal balance of Subsequent Mortgage Loans with respect to    $
           which the Mortgagor is an employee of GMACM or an affiliate of
           GMACM:
      13.  Number of Subsequent Mortgage Loans with respect to which the
           Mortgagor is an employee of GMACM or an affiliate of GMACM:



<PAGE>


                                    EXHIBIT 3

                             FORM OF ADDITION NOTICE



DATE:

Norwest Bank Minnesota,                          Moody's Investors Service, Inc.
National Association                             99 Church Street
11000 Broken Land Parkway                        New York, New York 10007
Columbia, Maryland 21044

MBIA Insurance Corporation                        Wilmington Trust Company
113 King Street                                   1100 North Market Street
Armonk, NY 10504                                  Wilmington, Delaware 19890
Attention: Insured Portfolio
Management-Structured Finance (GMACM Home
Equity Loan Trust 2000-HE2)

Standard & Poor's, a division of The              Fitch, Inc.
McGraw-Hill Companies, Inc.                       One State Street Plaza
55 Water Street                                   New York, New York 10004
New York, New York 10041



                    Re: GMACM Home Equity Loan Trust 2000-HE2

Ladies and Gentlemen:

        Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as
of June 29, 2000 (the "Purchase Agreement"), among GMAC Mortgage Corporation, as
Seller,  Residential  Asset Mortgage  Products,  Inc., as Purchaser,  GMACM Home
Equity Loan Trust  2000-HE2,  as Issuer and  Norwest  Bank  Minnesota,  National
Association,  as Indenture  Trustee,  the Seller has  designated  the Subsequent
Mortgage Loans  identified on the Mortgage Loan Schedule  attached  hereto to be
sold to the Issuer on , , with an aggregate Principal Balance of $ . Capitalized
terms not otherwise  defined herein have the meaning set forth in the Appendix A
to the indenture dated as of June 29, 2000, between the Issuer and the Indenture
Trustee.

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        Please  acknowledge  your receipt of this notice by  countersigning  the
enclosed copy in the space  indicated below and returning it to the attention of
the undersigned.


                                            Very truly yours,


                                            GMAC MORTGAGE CORPORATION,
                                               as Seller



                                            By:
                                                Name:
                                                Title:


ACKNOWLEDGED AND AGREED:

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
    as Indenture Trustee



By:
    Name:
    Title:





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