Exhibit 10.3



DLJ MORTGAGE CAPITAL, INC.

Purchaser,



e-loan, inc.

Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING
AGREEMENT

Dated as of April 1, 2003



TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.01	Defined Terms.	*

ARTICLE II SERVICING OF MORTGAGE LOANS; RECORD TITLE AND
POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY
OF MORTGAGE LOAN DOCUMENTS

Section 2.01	Agreement to Purchase.	*

Section 2.02	Purchase Price.	*

Section 2.03	Servicing of Mortgage Loans.	*

Section 2.04	Record Title and Possession of Mortgage Files; Maintenance of
Servicing Files.	*

Section 2.05	Books and Records.	*

Section 2.06	Transfer of Mortgage Loans.	*

Section 2.07	Delivery of Mortgage Loan Documents.	*

Section 2.08	Quality Control Procedures.	*

Section 2.09	Closing.	*

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER AND
THE SERVICER; REPURCHASE; REVIEW OF MORTGAGE LOANS

Section 3.01	Representations and Warranties of the Seller and the
Servicer.	*

Section 3.02	Representations and Warranties as to Individual Mortgage
Loans.	*

Section 3.03	Repurchase; Substitution.	*

Section 3.04	Repurchase of Convertible Mortgage Loans.	*

Section 3.05	Repurchase of Mortgage Loans With Early Payment
Defaults.	*

Section 3.06	Purchase Price Protection.	*

ARTICLE IV ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
DURING THE INTERIM SERVICING PERIOD

Section 4.01	The Servicer to Act as Servicer.	*

Section 4.02	Collection of Mortgage Loan Payments.	*

Section 4.03	Realization Upon Defaulted Mortgage Loans.	*

Section 4.04	Establishment of Custodial Accounts; Deposits in Custodial
Accounts.	*

Section 4.05	Permitted Withdrawals From the Custodial Account.	*

Section 4.06	Establishment of Escrow Accounts; Deposits in Accounts.	*

Section 4.07	Permitted Withdrawals From the Escrow Account.	*

Section 4.08	Payment of Taxes, Insurance and Charges; Maintenance of
Primary Mortgage Insurance or LPMI Policies; Collections Thereunder.	*

Section 4.09	Transfer of Accounts.	*

Section 4.10	Maintenance of Hazard Insurance.	*

Section 4.11	Maintenance of Mortgage Impairment Insurance Policy.	*

Section 4.12	Maintenance of Fidelity Bond and Errors and Omissions
Insurance.	*

Section 4.13	Title, Management and Disposition of REO Property.	*

Section 4.14	Notification of Maturity Date.	*

ARTICLE V PAYMENTS TO THE PURCHASER

Section 5.01	Distributions.	*

Section 5.02	Statements to the Purchaser.	*

Section 5.03	Monthly Advances by the Servicer.	*

Section 5.04	Liquidation Reports.	*

ARTICLE VI GENERAL SERVICING PROCEDURES

Section 6.01	Assumption Agreements.	*

Section 6.02	Satisfaction of Mortgages and Release of Mortgage
Files.	*

Section 6.03	Servicing Compensation.	*

Section 6.04	Annual Statement as to Compliance.	*

Section 6.05	Annual Independent Certified Public Accountants' Servicing
Report.	*

Section 6.06	Purchaser's Right to Examine Servicer Records.	*

Section 6.07	Servicer Shall Provide Information as Reasonably
Required.	*

ARTICLE VII SERVICING TRANSFER

Section 7.01	Transfer.	*

Section 7.02	Additional Obligations.	*

ARTICLE VIII THE SELLER AND THE SERVICER

Section 8.01	Indemnification; Third Party Claims.	*

Section 8.02	Merger or Consolidation of the Seller or the Servicer.	*

Section 8.03	Limitation on Liability of the Seller and Others.	*

Section 8.04	Servicer Not to Resign.	*

Section 8.05	No Transfer of Servicing.	*

ARTICLE IX DEFAULT

Section 9.01	Events of Default.	*

Section 9.02	Waiver of Defaults.	*

ARTICLE X TERMINATION

Section 10.01	Termination.	*

Section 10.02	Termination Without Cause.	*

ARTICLE XI RECONSTITUTION OF MORTGAGE LOANS

Section 11.01	Reconstitution of Mortgage Loans.	*

ARTICLE XII MISCELLANEOUS PROVISIONS

Section 12.01	Successor to the Servicer.	*

Section 12.02	Amendment.	*

Section 12.03	Recordation of Agreement.	*

Section 12.04	Governing Law.	*

Section 12.05	Notices.	*

Section 12.06	Severability of Provisions.	*

Section 12.07	Exhibits.	*

Section 12.08	General Interpretive Principles.	*

Section 12.09	Reproduction of Documents.	*

Section 12.10	Confidentiality of Information.	*

Section 12.11	Recordation of Assignments of Mortgage.	*

Section 12.12	Assignment by Purchaser.	*

Section 12.13	No Partnership.	*

Section 12.14	Execution; Successors and Assigns.	*

Section 12.15	Entire Agreement.	*

Section 12.16	No Solicitation.	*

EXHIBITS*

A-1	Contents of Mortgage File

A-2	Contents of Servicing File

B	Form of Custodial Account Letter Agreement

C	Form of Escrow Account Letter Agreement

D	Form of Assignment, Assumption and Recognition Agreement

E	Form of Monthly Servicing Report

F	Mortgage Loan Schedule

G	Request for Release of Documents and Receipt

H	Servicing Transfer Procedures























* Exhibits and schedules have been omitted in accordance with Item 601 of
Regulation S-K, and will be provided upon request.

This is a Seller's Purchase, Warranties and Interim Servicing Agreement,
dated as April 1, 2003 and is executed between DLJ Mortgage Capital, Inc., as
purchaser (the "Purchaser"), and E-LOAN, Inc., as seller (in
such capacity, the "Seller") and as servicer (in such capacity,
the "Servicer").

W I T N E S S
E T H :

WHEREAS, the Purchaser has heretofore agreed to purchase from the Seller and
the Seller has heretofore agreed to sell to the Purchaser certain Mortgage
Loans, together with the servicing rights associated with such Mortgage Loans,
from time to time, pursuant to the terms of a letter agreement by and between
the Seller and the Purchaser (the "Purchase Price and Terms
Letter").

WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust
or other security instrument creating a first or second lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule,
which is annexed hereto as Exhibit F. The Mortgage Loans as described
herein shall be delivered in groups of whole loans (each, a "Mortgage
Loan Package") on various dates as provided herein (each, a
"Closing Date"); and

WHEREAS, the Purchaser, the Seller and the Servicer wish to prescribe the
representations and warranties of the Seller with respect to itself and the
Mortgage Loans and the management, interim servicing, transfer and control of
the Mortgage Loans by the Servicer;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Purchaser, the Seller and the Servicer
agree as follows:

ARTICLE IDEFINITIONS

1. Defined Terms.

ARTICLE IISERVICING OF MORTGAGE
LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS

1. Agreement to Purchase.
2. Purchase Price.
3. Servicing of Mortgage Loans.
4. Record Title and Possession of Mortgage Files;
Maintenance of Servicing Files.
5. Books and Records.
6. Transfer of Mortgage Loans.
7. Delivery of Mortgage Loan Documents.
8. Quality Control Procedures.
9. Closing.
10. at least  five (5) Business Days prior to the Closing Date, the Seller shall
deliver to the Purchaser a magnetic diskette, or transmit by modem or e-mail, a
listing on a loan-level basis of the information contained in the Mortgage Loan
Schedule;
11. all of the representations and warranties of the Seller and the Servicer
under this Agreement shall be materially true and correct as of the Closing Date
or, with respect to representations and warranties made as of a date other than
the Closing Date, as of such date, and no event shall have occurred which, with
notice or the passage of time, would constitute a material default under this
Agreement;
12. the Purchaser shall have received, or the Purchaser's attorneys shall have
received in escrow, all closing documents, in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all signatories other than the
Purchaser as required pursuant to the terms hereof;
13. the Seller and the Servicer shall have delivered and released to the
Purchaser (or its designee) on or prior to the Closing Date all documents
required pursuant to the terms of this Agreement; and
14. all other terms and conditions of this Agreement and the Purchase Price and
Terms Letters shall have been materially complied with.

Subject to the foregoing conditions, the Purchaser shall pay to the Seller on
the Closing Date the Purchase Price pursuant to Section 2.02 of this Agreement,
by wire transfer of immediately available funds to the account designated by the
Seller.

ARTICLE IIIREPRESENTATIONS AND
WARRANTIES OF
THE SELLER AND THE SERVICER; REPURCHASE; REVIEW OF MORTGAGE
LOANS

1. Representations and Warranties of the Seller
and the Servicer.
2. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
licenses necessary to carry out its business as now being conducted, and is
licensed and qualified to transact business in and is in good standing under the
laws of each state in which any Mortgaged Property is located or is otherwise
exempt under applicable law from such licensing or qualification or is otherwise
not required under applicable law to effect such licensing or qualification and
no demand for such licensing or qualification has been made upon the Company by
any such state, and in any event the Company is in compliance with the laws of
any such state to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the
terms of this Agreement;
3. The Company has the full power and authority and legal right to hold,
transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to
execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Purchase Price and Terms Letter
and to conduct its business as presently conducted; the Company has duly
authorized the execution, delivery and performance of this Agreement and any
agreements contemplated hereby, has duly executed and delivered this Agreement
and the related Purchase Price and Terms Letter, and any agreements contemplated
hereby, and this Agreement and the related Purchase Price and Terms Letter and
each Assignment of Mortgage to the Purchaser and any agreements contemplated
hereby, constitute the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their respective terms  except as such
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar laws, and by equitable principles affecting the
enforceability of the rights of creditors; and all requisite corporate action
has been taken by the Company to make this Agreement , the related Purchase
Price and Terms Letter and all agreements contemplated hereby valid and binding
upon the Company in accordance with their terms;
4. Neither the execution and delivery of this Agreement, the related Purchase
Price and Terms Letter, the sale of the Mortgage Loans to the Purchaser, the
consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement and the related
Purchase Price and Terms Letter will conflict with any of the terms, conditions
or provisions of the Company's charter or by-laws or materially conflict with or
result in a material breach of any of the terms, conditions or provisions of any
legal restriction or any agreement or instrument to which the Company is now a
party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the material violation of
any law, rule, regulation, order, judgment or decree to which the Company or its
property is subject;
5. There is no litigation, suit, proceeding or investigation pending or, to the
best of the Company's knowledge,  threatened, or any order or decree
outstanding, which is reasonably likely to have a material adverse effect on the
sale of the Mortgage Loans, the execution, delivery, performance or
enforceability of this Agreement or the related Purchase Price and Terms Letter,
or which is reasonably likely to have a material adverse effect on the financial
condition of the Company;
6. No consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the
Company of or compliance by the Company with this Agreement and the related
Purchase Price and Terms Letter, except for consents, approvals, authorizations
and orders which have been obtained;
7. The consummation of the transactions contemplated by this Agreement and the
related Purchase Price and Terms Letter are in the ordinary course of business
of the Company, and the transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by the Company pursuant to this Agreement and the
related Purchase Price and Terms Letter are not subject to bulk transfer or any
similar statutory provisions in effect in any applicable jurisdiction;
8. The origination and servicing practices with respect to each Mortgage Note
and Mortgage have been legal and in accordance with applicable laws and
regulations, and in all material respects proper and prudent in the mortgage
origination and servicing business.  With respect to escrow deposits and
payments that the Company is entitled to collect, all such payments are in the
possession of, or under the control of, the Company, and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made.  All escrow payments have been collected
and are being maintained in full compliance with applicable state and federal
law and the provisions of the related Mortgage Note and Mortgage.  As to any
Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to
pay for every escrowed item that remains unpaid and has been assessed but is not
yet due and payable.  No escrow deposits or other charges or payments due under
the Mortgage Note have been capitalized under any Mortgage or the related
Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict
compliance with state and federal law and the terms of the related Mortgage
Note.  Any interest required to be paid pursuant to state and local law has been
properly paid and credited;
9. The Company has not used selection procedures that identified the Mortgage
Loans as being less desirable or valuable than other comparable mortgage loans
in the Company's portfolio at the Cut-off Date;
10. The Company will treat the sale of the Mortgage Loans to the Purchaser as a
sale for reporting and accounting purposes and, to the extent appropriate, for
federal income tax purposes;
11. The Company is an approved seller/servicer of residential mortgage loans for
Freddie Mac and a Fannie Mae approved seller, with such facilities, procedures
and personnel necessary for the sound servicing of such mortgage loans.  The
Company is duly qualified, licensed, registered and otherwise authorized under
all applicable federal, state and local laws, and regulations, meets the minimum
capital requirements, if applicable, set forth by the OCC, and is in good
standing to sell mortgage loans to and service mortgage loans for Fannie Mae or
Freddie Mac and no event has occurred which would make the Company unable to
comply with eligibility requirements or which would require notification to
either Fannie Mae or Freddie Mac;
12. The Company does not believe, nor does it have any cause or reason to
believe, that it cannot perform each and every covenant contained in this
Agreement and the related Purchase Price and Terms Letter. The Company is
solvent and the sale of the Mortgage Loans will not cause the Company to become
insolvent.  The sale of the Mortgage Loans is not undertaken with the intent to
hinder, delay or defraud any of the Company's creditors;
13. No statement, tape, diskette, form, report or other document prepared by, or
on behalf of, the Company pursuant to this Agreement, the related Purchase Price
and Terms Letter or in connection with the transactions contemplated hereby,
contains or will contain any statement that is or will be inaccurate or
misleading in any material respect.  The Company has prudently originated and
underwritten each Mortgage Loan;
14. The Company acknowledges and agrees that the Interim Servicing Fee
represents reasonable compensation for performing such services and that the
entire Interim Servicing Fee shall be treated by the Company, for accounting and
tax purposes, as compensation for the servicing and administration of the
Mortgage Loans pursuant to this Agreement;
15. The Company has delivered to the Purchaser financial statements as to its
last two complete fiscal years.  All such financial statements fairly present
the pertinent results of operations and changes in financial position for each
of such periods and the financial position at the end of each such period of the
Company and its subsidiaries and have been prepared in accordance with GAAP
consistently applied throughout the periods involved, except as set forth in the
notes thereto.  There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company's
financial statements that would have a material adverse effect on its ability to
perform its obligations under this Agreement or the related Purchase Price and
Terms Letter;
16. The Company has not dealt with any broker, investment banker, agent or other
person that may be entitled to any commission or compensation in connection with
the sale of the Mortgage Loans; and
17. The Company is a member of MERS in good standing, and will comply in
all material respects with the rules and procedures of MERS in connection with
the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are
registered with MERS.
18. Representations and Warranties as to Individual
Mortgage Loans.
19. The information set forth in the Mortgage Loan Schedule, including any
diskette or other related data tapes sent to the Purchaser, is complete, true
and correct in all material respects as of the Cut-off Date;
20. With respect to a first lien Mortgage Loan that is not a Co-op Loan, the
Mortgage creates a first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note.  With
respect to a first lien Mortgage Loan that is a Co-op Loan, the Mortgage creates
a first lien or a first priority ownership interest in the stock ownership and
leasehold rights associated with the cooperative unit securing the related
Mortgage Note;
21. With respect to a second lien Mortgage Loan that is not a Co-op Loan, the
Mortgage creates a second lien or a second priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note.  With
respect to a second lien Mortgage Loan that is a Co-op Loan, the Mortgage
creates a second lien or a second priority ownership interest in the stock
ownership and leasehold rights associated with the cooperative unit securing the
related Mortgage Note;
22. All payments due on or prior to the Cut-off Date for such Mortgage Loan have
been made as of the Closing Date, the Mortgage Loan is not  30 days or more
delinquent in payment  and has not been dishonored; there are no material
defaults under the terms of the Mortgage Loan; the Seller has not advanced
funds, or induced, solicited or knowingly received any advance of funds from a
party other than the owner of the Mortgaged Property subject to the Mortgage,
directly or indirectly, for the payment of any amount required by the Mortgage
Loan; as to each first lien Mortgage Loan, there has been no more than one
delinquency of 30 days or more during the immediately preceding twelve-month
period ; and as to each second lien Mortgage Loan, there has been no delinquency
of 30 days or more during the immediately preceding twelve-month period;
23. All taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which previously became
due and owing have been paid, or escrow funds have been established in an amount
sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable;
24. The terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments which
have been recorded to the extent any such recordation is required by law, or,
necessary to protect the interest of the Purchaser. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, from the terms thereof except in connection with
an assumption agreement and which assumption agreement is part of the Mortgage
File and the terms of which are reflected in the Mortgage Loan Schedule; the
substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy and title insurance
policy, to the extent required by the related policies;
25. The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto; and the Mortgagor was not a debtor in any
state or federal bankruptcy or insolvency proceeding at the time the Mortgage
Loan was originated;
26. All buildings or other customarily insured improvements upon the Mortgaged
Property are insured by an insurer acceptable under the Fannie Mae Guides,
against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the Fannie Mae Guides or by Freddie Mac, as well as all
additional requirements set forth in Section 4.10 of this Agreement. All such
standard hazard policies are in full force and effect and on the date of
origination contained a standard mortgagee clause naming the Seller and its
successors in interest and assigns as loss payee and such clause is still in
effect and all premiums due thereon have been paid.  If required by the Flood
Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration which policy conforms to Fannie Mae and Freddie
Mac requirements, as well as all additional requirements set forth in Section
4.10 of this Agreement.  Such policy was issued by an insurer acceptable under
Fannie Mae or Freddie Mac guidelines.  The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and expense,
and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor;
27. Any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with in all material
respects;
28. The Mortgage has not been satisfied, canceled or subordinated, in whole or
in part, or rescinded, and the Mortgaged Property has not been released from the
lien of the Mortgage, in whole or in part nor has any instrument been executed
that would effect any such release, cancellation, subordination or rescission.
The Seller has not waived the performance by the Mortgagor of any action, if the
Mortgagor's failure to perform such action would cause the Mortgage Loan to be
in default, nor has the Seller waived any default resulting from any action or
inaction by the Mortgagor;
29. With respect to any first lien Mortgage Loan, the related Mortgage is a
valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property and, with respect to any second lien Mortgage Loan, the related
Mortgage is a valid, subsisting, enforceable and perfected second lien on the
Mortgaged Property, including for Mortgage Loans that are not Co-op Loans, all
buildings on the Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems affixed to such
buildings, and all additions, alterations and replacements made at any time with
respect to the foregoing securing the Mortgage Note's original principal
balance.  The Mortgage and the Mortgage Note do not contain any evidence of any
security interest or other interest or right thereto.  Such lien is free and
clear of all adverse claims, liens and encumbrances having priority over the
first or second lien, as applicable, of the Mortgage subject only to (1) with
respect to any second lien Mortgage Loan, the related First Lien, (2) the lien
of non-delinquent current real property taxes and assessments not yet due and
payable, (3) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording which are
acceptable to mortgage lending institutions generally and either (A) which are
referred to or otherwise considered in the appraisal made for the originator of
the Mortgage Loan, or (B) which do not adversely affect the appraised value of
the Mortgaged Property as set forth in such appraisal, and (4) other matters to
which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the Mortgage or the
use, enjoyment, value or marketability of the related Mortgaged Property.  Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates (1) with
respect to any first lien Mortgage Loan, a valid, subsisting, enforceable and
perfected first lien and first priority security interest and (2) with respect
to any second lien Mortgage Loan, a valid, subsisting, enforceable and perfected
second lien and second priority security interest, in each case, on the property
described therein, and the Seller has the full right to sell and assign the same
to the Purchaser;
30. The Mortgage Note and the related Mortgage are original and genuine and each
is the legal, valid and binding obligation of the maker thereof, enforceable in
all respects in accordance with its terms subject to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application affecting the
rights of creditors and by general equitable principles and the Seller has taken
all action necessary to transfer such rights of enforceability to the Purchaser.
All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage.  The Mortgage Note and the Mortgage have been duly and properly
executed by such parties. No fraud, error, omission, misrepresentation,
negligence or similar occurrence with respect to a Mortgage Loan has taken place
on the part of Seller or the Mortgagor, or, on the part of any other party
involved in the origination of the Mortgage Loan.  The proceeds of the Mortgage
Loan have been fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site or off-
site improvements and as to disbursements of any escrow funds therefor have been
complied with.  All costs, fees and expenses incurred in making or closing the
Mortgage Loan and the recording of the Mortgage were paid or are in the process
of being paid, and the Mortgagor is not entitled to any refund of any amounts
paid or due under the Mortgage Note or Mortgage;
31. The Seller or its affiliate is the sole owner of record and holder of the
Mortgage Loan and the indebtedness evidenced by the Mortgage Note, and upon
recordation the Purchaser or its designee will be the owner of record of the
Mortgage and the indebtedness evidenced by the Mortgage Note, and upon the sale
of the Mortgage Loan to the Purchaser, the Servicer will retain the Servicing
File in trust for the Purchaser only for the purpose of servicing and
supervising the servicing of the Mortgage Loan.  Immediately prior to the
transfer and assignment to the Purchaser on the Closing Date, the Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to an assignment
or pledge, and the Seller had good and marketable title to and was the sole
owner thereof and had full right to transfer and sell the Mortgage Loan to the
Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security interest and has the full right and authority subject to no interest
or participation of, or agreement with, any other party, to sell and assign the
Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage
Loan, the Purchaser will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest.  The Seller intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for the purposes of servicing the
Mortgage Loan as set forth in this Agreement;
32. Each Mortgage Loan that is not a Co-op Loan is covered by an ALTA lender's
title insurance policy or other generally acceptable form of policy or insurance
acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to
Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where
the Mortgaged Property is located, insuring (subject to the exceptions contained
in (k)(1), (2), (3) and (4) above) the Seller, its successors and assigns, as to
the first or second, as applicable, priority lien of the Mortgage in the
original principal amount of the Mortgage Loan.  Where required by applicable
state law or regulation, the Mortgagor has been given the opportunity to choose
the carrier of the required mortgage title insurance.  The Seller, its
successors and assigns, are the sole insureds of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the
Purchaser or the assignment to the Purchaser of the Seller's interest therein
does not require the consent of or notification to the insurer and such lender's
title insurance policy is in full force and effect and will be in full force and
effect upon the consummation of the transactions contemplated by this Agreement
and the related Purchase Price and Terms Letter.  No claims have been made under
such lender's title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;
33. There is no default, breach, violation or event of acceleration existing
under the Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event permitting acceleration;
and neither the Seller nor any prior mortgagee has waived any default, breach,
violation or event permitting acceleration.  With respect to each second lien
Mortgage Loan, (i) the First Lien is in full force and effect, (ii) there is no
default, breach, violation or event of acceleration existing under such prior
mortgage or the related mortgage note, (iii) no event which, with the passage of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration thereunder, and
either (A) the prior mortgage contains a provision which allows or (B)
applicable law requires, the mortgagee under the second lien Mortgage Loan to
receive notice of, and affords such mortgagee an opportunity to cure any default
by payment in full or otherwise under the prior mortgage;
34. There are no mechanics' or similar liens or claims which have been filed for
work, labor or material (and no rights are outstanding that under law could give
rise to such liens) affecting the related Mortgaged Property which are or may be
liens prior to or equal to the lien of the related Mortgage;
35. All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above
and all improvements on the property comply with all applicable zoning and
subdivision laws and ordinances;
36. The Mortgage Loan was originated by or for the Seller.  The Mortgage Loan
complies with all the terms, conditions and requirements of the Underwriting
Standards.  The Mortgage Notes and Mortgages (exclusive of any riders) are on
forms generally acceptable to Fannie Mae or Freddie Mac.  Seller is currently
selling loans to Fannie Mae and/or Freddie Mac which are the same document forms
as the Mortgage Notes and Mortgages (inclusive of any riders).  The Mortgage
Loan bears interest at the Mortgage Interest Rate set forth in the Mortgage Loan
Schedule, and Monthly Payments under the Mortgage Note are due and payable on
the first day of each month.  The Mortgage contains the usual and enforceable
provisions of the originator at the time of origination for the acceleration of
the payment of the unpaid principal amount of the Mortgage Loan if the related
Mortgaged Property is sold without the prior consent of the mortgagee
thereunder;
37. The Mortgaged Property is not subject to any material damage by waste, fire,
earthquake, windstorm, flood or other casualty.  At origination of the Mortgage
Loan there was, and there currently is, no proceeding pending for the total or
partial condemnation of the Mortgaged Property. There have not been any
condemnation proceedings with respect to the Mortgaged Property and there are no
such proceedings scheduled to commence at a future date;
38. The related Mortgage contains customary and enforceable provisions such as
to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby.  There is no homestead or other exemption available to the
Mortgagor which would interfere with the right to sell the Mortgaged Property at
a trustee's sale or the right to foreclose the Mortgage subject to applicable
federal and state laws and judicial precedent with respect to bankruptcy and
right of redemption;
39. If the Mortgage constitutes a deed of trust, a trustee, authorized and duly
qualified if required under applicable law to act as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses, except as may be required by local law, are or will become payable by
the Purchaser to the trustee under the deed of trust, except in connection with
a trustee's sale or attempted sale after default by the Mortgagor;
40. The Mortgage File contains an appraisal of the related Mortgaged Property
signed prior to the final approval of the mortgage loan application by a
Qualified Appraiser, who had no interest, direct or indirect, in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan, and the
appraisal and appraiser both satisfy the requirements of Fannie Mae or Freddie
Mac and Title XI of FIRREA and the regulations promulgated thereunder, all as in
effect on the date the Mortgage Loan was originated.  The appraisal is in a form
acceptable to Fannie Mae or Freddie Mac;
41. All parties which have had any interest in the Mortgage, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (A) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the
Mortgaged Property is located, and (B) (1) organized under the laws of such
state, or (2) qualified to do business in such state, or (3) federal savings and
loan associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such
state;
42. The related Mortgage Note is not and has not been secured by any collateral
except the lien of the corresponding Mortgage and the security interest of any
applicable security agreement and such collateral does not serve as security for
any other obligation;
43. The Mortgagor has received all disclosure materials required by applicable
law with respect to the making of such mortgage loans;
44. The Mortgage Loan does not contain "graduated payment" features;
to the extent any Mortgage Loan contains any buydown provision, such buydown
funds have been maintained and administered in accordance with, and such
Mortgage Loan otherwise complies with, Fannie Mae/Freddie Mac requirements
relating to buydown loans;
45. The Mortgagor is not in bankruptcy or insolvent  and the Seller has no
knowledge of any circumstances or condition with respect to the Mortgage, the
Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could
reasonably be expected to cause the Mortgage Loan to become delinquent, or
materially adversely affect the value of the Mortgage Loan;
46. The Mortgage Loans have an original term to maturity of not more than 30
years with interest payable in arrears on the first day of each month. Each
Mortgage Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate; provided, however, in the case
of a balloon Mortgage Loan, the Mortgage Loan matures at least five (5) years
after the first payment date thereby requiring a final payment of the
outstanding principal balance prior to the full amortization of the Mortgage
Loan. No Mortgage Loan contains terms or provisions which would result in
negative amortization.
47. Except for Mortgage Loans underwritten in accordance with the Lender Paid
Mortgage Insurance Policy Program, if a Mortgage Loan has an LTV greater than
80%, the excess of the principal balance of the Mortgage Loan over 75% of the
Appraised Value, with respect to a Refinanced Mortgage Loan, or the lesser of
the Appraised Value or the purchase price of the Mortgaged Property, with
respect to a purchase money Mortgage Loan, is and will be insured as to payment
defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer.
All provisions of such Primary Mortgage Insurance Policy have been and are being
complied with, such policy is in full force and effect, and all premiums due
thereunder have been paid.  No action, inaction, or event has occurred and no
state of facts exists that has, or will result in the exclusion from, denial of,
or defense to coverage.  Any Mortgage Loan subject to a Primary Mortgage
Insurance Policy obligates the Mortgagor thereunder to maintain the Primary
Mortgage Insurance Policy and to pay all premiums and charges in connection
therewith. The mortgage interest rate for the Mortgage Loan as set forth on the
Mortgage Loan Schedule is net of any such insurance premium;
48. The Assignment of Mortgage is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;
49. As to Mortgage Loans that are not Co-op Loans and that are not secured by an
interest in a leasehold estate, the Mortgaged Property is located in the state
identified in the Mortgage Loan Schedule and consists of a single parcel of real
property with a detached single family residence erected thereon, or a
townhouse, or a two-to four-family dwelling, or an individual condominium unit
in a condominium project, or an individual unit in a planned unit development or
a de minimis planned unit development, provided, however, that no residence or
dwelling is a single parcel of real property with a cooperative housing
corporation erected thereon, or a mobile home.  As of the date of origination,
no portion of the Mortgaged Property was used for commercial purposes, and since
the date of origination no portion of the Mortgaged Property has been used for
commercial purposes;
50. Principal payments on the Mortgage Loan commenced no more than sixty (60)
days after the funds were disbursed in connection with the Mortgage Loan.  The
Mortgage Note is payable on the first day of each month in equal monthly
installments of principal and interest, with interest calculated and payable in
arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity
date, over an original term of not more than thirty years from commencement of
amortization with respect to each Mortgage Loan; provided, however, in the case
of a balloon Mortgage Loan, the Mortgage Loan matures at least five (5) years
after the first payment date thereby requiring a final payment of the
outstanding principal balance prior to the full amortization of the Mortgage
Loan;
51. With respect to each Mortgage Loan that contains a Prepayment Penalty, such
Prepayment Penalty is enforceable and will be enforced by the Seller, and such
Prepayment Penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five
years from the date such Mortgage Loan was originated.  Except as otherwise set
forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that
contains a Prepayment Penalty, such Prepayment Penalty is at least equal to the
lesser of (A) the maximum amount permitted under applicable law and (B) six
months interest at the related Mortgage Interest Rate on the amount prepaid in
excess of 20% of the original principal balance of such Mortgage Loan;
52. As of the date of origination of the Mortgage Loan, the Mortgaged Property
was lawfully occupied under applicable law, and all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;
53. If the Mortgaged Property is a condominium unit or a planned unit
development (other than a de minimis planned unit development), or stock in a
cooperative housing corporation, such condominium, cooperative or planned unit
development project meets the Seller's eligibility requirements as set forth in
Underwriting Standards;
54. There is no pending action or proceeding directly involving the Mortgaged
Property in which compliance with any environmental law, rule or regulation is
an issue; there is no violation of any environmental law, rule or regulation
with respect to the Mortgaged Property; and nothing further remains to be done
to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;
55. The Mortgagor has not notified the Seller, and the Seller has no knowledge
of any relief requested or allowed to the Mortgagor under the Soldiers' and
Sailors' Civil Relief Act of 1940;
56. No Mortgage Loan was made in connection with the construction or
rehabilitation of a Mortgaged Property or facilitating the trade-in of a
Mortgaged Property;
57. No action has been taken or failed to be taken by the Seller on or prior to
the Closing Date which has resulted or will result in an exclusion from, denial
of, or defense to coverage under any Primary Mortgage Insurance Policy
(including, without limitation, any exclusions, denials or defenses which would
limit or reduce the availability of the timely payment of the full amount of the
loss otherwise due thereunder to the insured) whether arising out of actions,
representations, errors, omissions, negligence, or fraud of the Seller, or for
any other reason under such coverage;
58. Each Mortgage Loan has been serviced in all material respects in compliance
with Accepted Servicing Practices;
59. With respect to each Co-op Loan, the related Mortgage is a valid,
enforceable and subsisting first security interest on the related cooperative
shares securing the related cooperative note, subject only to (a) liens of the
cooperative for unpaid assessments representing the Mortgagor's pro rata share
of the cooperative's payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (b) other matters to which like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Security Agreement.
There are no liens against or security interest in the cooperative shares
relating to each Co-op Loan (except for unpaid maintenance, assessments and
other amounts owed to the related cooperative which individually or in the
aggregate will not have a material adverse effect on such Co-op Loan), which
have priority over the Seller's security interest in such cooperative shares;
60. With respect to each Co-op Loan, a search for filings of financing
statements has been made by a company competent to make the same, which company
is acceptable to Fannie Mae and qualified to do business in the jurisdiction
where the cooperative unit is located, and such search has not found anything
which would materially and adversely affect the Co-op Loan;
61. With respect to each Co-op Loan, the related cooperative corporation that
owns title to the related cooperative apartment building is a "cooperative
housing corporation" within the meaning of Section 216 of the Code, and is
in material compliance with applicable federal, state and local laws which, if
not complied with, could have a material adverse effect on the Mortgaged
Property;
62. With respect to each Co-op Loan, there is no prohibition against pledging
the shares of the cooperative corporation or assigning the Co-op Lease;
63. The Mortgage Loan was originated by a mortgagee approved by the Secretary of
Housing and Urban Development as a Title II, non-supervised lender, a savings
and loan association, a savings bank, a commercial bank, credit union, insurance
company or similar institution which is supervised and examined by a federal or
state authority;
64. With respect to any ground lease to which a Mortgaged Property may be
subject: (i) a true, correct and complete copy of the ground lease and all
amendments, modifications and supplements thereto is included in the Servicing
File, and the Mortgagor is the owner of a valid and subsisting leasehold
interest under such ground lease; (ii) such ground lease is in full force and
effect, unmodified and not supplemented by any writing or otherwise except as
contained in the Mortgage File; (iii) all rent, additional rent and other
charges reserved therein have been fully paid to the extent payable as of the
Closing Date; (iv) the Mortgagor enjoys the quiet and peaceful possession of the
leasehold estate, subject to any sublease; (v) the Mortgagor is not in default
under any of the terms of such ground lease, and there are no circumstances
which, with the passage of time or the giving of notice, or both, would result
in a default under such ground lease; (vi) the lessor under such ground lease is
not in default under any of the terms or provisions of such ground lease on the
part of the lessor to be observed or performed; (vii) the lessor under such
ground lease has satisfied any repair or construction obligations due as of the
Closing Date pursuant to the terms of such ground lease; (viii) the execution,
delivery and performance of the Mortgage do not require the consent (other than
those consents which have been obtained and are in full force and effect) under,
and will not contravene any provision of or cause a default under, such ground
lease; (ix) the ground lease term extends, or is automatically renewable, for at
least five years beyond the maturity date of the related Mortgage Loan; and (x)
the Purchaser has the right to cure defaults on the ground lease;
65. With respect to any broker fees collected and paid on any of the Mortgage
Loans, all broker fees have been properly assessed to the borrower and no claims
will arise as to broker fees that are double charged and for which the borrower
would be entitled to reimbursement;
66. With respect to any Mortgage Loan as to which an affidavit has been
delivered to the Purchaser certifying that the original Mortgage Note has been
lost or destroyed and not been replaced, if such Mortgage Loan is subsequently
in default, the enforcement of such Mortgage Loan will not be materially
adversely affected by the absence of the original Mortgage Note;
67. Each Mortgage Loan constitutes a qualified mortgage under Section
860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1);
68. Except as provided in Section 2.07, the Mortgage Note, the Mortgage, the
Assignment of Mortgage and the other documents set forth in Exhibit A-1 and
required to be delivered on the related Closing Date have been delivered to the
Purchaser or its designee;
69. All information supplied by, on behalf of, or concerning the Mortgagor is
true, accurate and complete and does not contain any statement that is or will
be inaccurate or misleading in any material respect;
70. There does not exist on the related Mortgage Property any hazardous
substances, hazardous wastes or solid wastes, as such terms are defined in the
Comprehensive Environmental Response Compensation and Liability Act, the
Resource Conservation and Recovery Act of 1976, or other federal, state or local
environmental legislation;
71. The Mortgagor has executed a statement to the effect that the Mortgagor has
received all disclosure materials required by applicable law with respect to the
making of adjustable rate mortgage loans.  The Servicer shall maintain such
statement in the Servicing File;
72. No second lien Mortgage Loan has an LTV in excess of 100%.  No second lien
Mortgage Loan has an Equity LTV in excess of 100%;
73. Either (a) no consent for the second lien Mortgage Loan is required by the
holder of the related first lien or (b) such consent has been obtained and is
contained in the Mortgage File;
74. With respect to any second lien Mortgage Loan, the Seller has not received
notice of:  (1) any proceeding for the total or partial condemnation of any
Mortgaged Property, (2) any subsequent, intervening mortgage, lien, attachment,
lis pendens or other encumbrance affecting any Mortgaged Property or (3) any
default under any mortgage, lien or other encumbrance senior to each
Mortgage;
75. With respect to any second lien Mortgage Loan, where required or customary
in the jurisdiction in which the Mortgaged Property is located, the original
lender has filed for record a request for notice of any action by the senior
lienholder under the related First Lien, and the original lender  has notified
any senior lienholder in writing of the existence of the second lien Mortgage
Loan and requested notification of any action to be taken against the Mortgagor
by the senior lienholder;
76. No second lien Mortgage Loan is a "home equity line of
credit";
77. No Mortgage Loan had a Loan-to-Value Ratio at the time of origination of
more than 100%;
78. As of the Closing Date, the Seller has not received a notice of default of a
First Lien which has not been cured;
79. No First Lien provides for negative amortization;
80. None of the Mortgage Loans are classified as (a) a "high
cost" loan under the Home Ownership and Equity Protection Act of 1994 or
(b) a "high cost," "threshold," "covered," or
"predatory" loan under any other applicable state, federal or local
law;
81. None of the proceeds of the Mortgage Loan were used to finance single-
premium credit insurance policies;
82. With respect to any Mortgage Loan which is a Texas Home Equity Loan, any
and all requirements of Section 50, Article XVI of the Texas Constitution
applicable to Texas Home Equity Loans which were in effect at the time of the
origination of the Mortgage Loan have been complied with.  Specifically, without
limiting the generality of the foregoing,
83. Repurchase; Substitution
84. Repurchase of Convertible Mortgage
Loans.
85. Repurchase of Mortgage Loans With Early Payment
Defaults.
86. Purchase Price Protection.

With respect to any first lien Mortgage Loan that prepays in full during the
three (3) month period from and after the Closing Date, the Seller shall
reimburse the Purchaser an amount equal to (a) the amount (if any) by which the
Purchase Price paid by the Purchaser to the Seller exceeded 100% of the
outstanding scheduled principal balance of the Mortgage Loan as of the Cut-off
Date, minus (b) the amount of any legally enforceable Prepayment Penalty with
respect to such Mortgage Loan, within thirty (30) days of such payoff.  With
respect to any second lien Mortgage Loan that prepays in full during the twelve
(12) month period from and after the Closing Date, the Seller shall reimburse
the Purchaser an amount equal to (a) the amount, if any, by which the Purchase
Price paid by the Purchaser to the Seller exceeded 100% of the outstanding
scheduled principal balance of the Mortgage Loan as of the Cut-off Date times
(b) a fraction, the numerator of which is equal to the number of months
remaining from the date of prepayment in full until one year from the related
Closing Date and the denominator of which is twelve (12), minus (c) the amount
of any legally enforceable Prepayment Penalty with respect to such Mortgage
Loan, within thirty (30) days of such payoff.   Notwithstanding anything to the
contrary contained in this Section 3.06, the Seller shall have no obligation to
remit any amount to the Purchaser pursuant to the first or second sentence of
this Section 3.06 if the related Mortgage Loan was refinanced by the Purchaser.
Upon any assignment of a Mortgage Loan and/or this Agreement, the Purchaser may
at its option retain its rights under this Section 3.06 notwithstanding such
assignment.

ARTICLE IVADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS DURING THE INTERIM SERVICING PERIOD

1. The Servicer to Act as Servicer.
2. Collection of Mortgage Loan
Payments.
3. Realization Upon Defaulted Mortgage
Loans.
4. Establishment of Custodial Accounts; Deposits in
Custodial Accounts.
5. all payments on account of principal, including Principal Prepayments, on
the Mortgage Loans;
6. all payments on account of interest on the Mortgage Loans adjusted to the
Mortgage Interest Rate;
7. all Liquidation Proceeds;
8. any amounts required to be deposited by the Servicer in connection with any
REO Property pursuant to Section 4.13;
9. all Insurance Proceeds including amounts required to be deposited pursuant
to Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow
Account and applied to the restoration or repair of the Mortgaged Property or
released to the Mortgagor in accordance with Accepted Servicing Practices, the
loan documents or applicable law;
10. all Condemnation Proceeds affecting any Mortgaged Property which are not
released to the Mortgagor in accordance with the Seller's normal servicing
procedures, the loan documents or applicable law;
11. any Monthly Advances;
12. all proceeds of any Mortgage Loan repurchased in accordance with Sections
3.03, 3.04 and 3.05;
13. any amounts required to be deposited by the Servicer pursuant to Section
4.11 in connection with the deductible clause in any blanket hazard insurance
policy, such deposit shall be made from the Servicer's own funds, without
reimbursement therefor; and
14. any amounts required to be deposited in the Custodial Account pursuant to
Section 4.01 or Section 6.02.
15. Permitted Withdrawals From the Custodial
Account.
16. to make payments to the Purchaser in the amounts and in the manner provided
for in Section 5.01;
17. to reimburse itself for Monthly Advances, the Servicer's right to reimburse
itself pursuant to this subclause (ii) being limited to amounts received on the
related Mortgage Loan which represent late collections (net of the related
Interim Servicing Fee) of principal and/or interest respecting which any such
advance was made, it being understood that, in the case of such reimbursement,
the Servicer's right thereto shall be prior to the rights of the Purchaser,
except that, where the Servicer is required to repurchase a Mortgage Loan,
pursuant to Section 3.03, 3.04 or 3.05, the Servicer's right to such
reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such Section and all other amounts required to be
paid to the Purchaser with respect to such Mortgage Loan;
18. to reimburse itself for unreimbursed Servicing Advances and any unpaid
Interim Servicing Fees, the Servicer's right to reimburse itself pursuant to
this subclause (iii) with respect to any Mortgage Loan being limited to related
proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance
Proceeds;
19. to pay to itself as part of its servicing compensation: (a) any interest
earned on funds in the Custodial Account (all such interest to be withdrawn
monthly not later than each Remittance Date), and (b) the Interim Servicing Fee
from that portion of any payment or recovery as to interest with respect to a
particular Mortgage Loan;
20. to pay to itself with respect to each Mortgage Loan that has been
repurchased pursuant to Section 3.03, 3.04 or 3.05 all amounts received thereon
and not distributed as of the date on which the related Repurchase Price is
determined;
21. to reimburse itself for unreimbursed Monthly Advances and Servicing Advances
to the extent not fully reimbursed pursuant to Section 4.05(ii) or (iii)
above;
22. to transfer funds to another Eligible Account in accordance with Section
4.09 hereof;
23. to make payments in respect of the premiums due, if any, on the LPMI
Policies, if applicable;
24. to remove funds inadvertently placed in the Custodial Account by the
Servicer; and
25. to clear and terminate the Custodial Account upon the termination of this
Agreement.
26. Establishment of Escrow Accounts; Deposits in
Accounts.
27. all Escrow Payments collected on account of the Mortgage Loans, for the
purpose of effecting timely payment of any such items as required under the
terms of this Agreement;
28. all Insurance Proceeds which are to be applied to the restoration or repair
of any Mortgaged Property; and
29. all Servicing Advances for Mortgagors whose Escrow Payments are insufficient
to cover escrow disbursements.
30. Permitted Withdrawals From the Escrow
Account.
31. to effect timely payments of ground rents, taxes, assessments, water rates,
Primary Mortgage Insurance Policy premiums, if applicable, fire and hazard
insurance premiums, condominium assessments and comparable items;
32. to reimburse the Servicer for any Servicing Advance made by the Servicer
with respect to a related Mortgage Loan but only from amounts received on the
related Mortgage Loan which represent late payments or collections of Escrow
Payments thereunder;
33. to refund to the Mortgagor any funds as may be determined to be
overages;
34. for transfer to the Custodial Account in accordance with the terms of this
Agreement;
35. for application to restoration or repair of the Mortgaged Property;
36. to pay to the Servicer, or to the Mortgagor to the extent required by law,
any interest paid on the funds deposited in the Escrow Account;
37. to clear and terminate the Escrow Account on the termination of this
Agreement;
38. to pay to the Mortgagors or other parties Insurance Proceeds deposited in
accordance with Section 4.06; and
39. to remove funds inadvertently placed in the Escrow Account by the
Servicer.
40. Payment of Taxes, Insurance and Charges;
Maintenance of Primary Mortgage Insurance or LPMI Policies; Collections
Thereunder.
41. Transfer of Accounts.
42. Maintenance of Hazard Insurance.
43. Maintenance of Mortgage Impairment Insurance
Policy.
44. Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
45. Title, Management and Disposition of REO
Property.
46. Notification of Maturity Date.

With respect to each Mortgage Loan, the Servicer shall execute and deliver to
the Mortgagor any and all necessary notices required under applicable law and
the terms of the related Mortgage Note and Mortgage regarding the maturity date
if required under applicable law.

ARTICLE VPAYMENTS TO THE
PURCHASER

1. Distributions.
2. Statements to the Purchaser.
3. With respect to each Monthly Payment, the amount of such remittance
allocable to principal (including a separate breakdown of any Principal
Prepayment, including the date of such prepayment, and any Prepayment Penalties
or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
4. with respect to each Monthly Payment, the amount of such remittance
allocable to interest;
5. the amount of servicing compensation received by the Servicer during the
prior distribution period;
6. the aggregate Scheduled Principal Balance of the Mortgage Loans;
7. the aggregate of any expenses reimbursed to the Servicer during the prior
distribution period pursuant to Section 4.05;
8. the number and aggregate outstanding principal balances of Mortgage Loans
(a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, and
(3) 90 days or more; (b) as to which foreclosure has commenced; and
(c) as to which REO Property has been acquired; and
9. Monthly Advances by the Servicer.
10. Liquidation Reports.

Upon the foreclosure sale of any Mortgaged Property or the acquisition
thereof by the Purchaser pursuant to a deed in lieu of foreclosure, the Servicer
shall submit to the Purchaser a liquidation report with respect to such
Mortgaged Property.  The Servicer shall also provide reports on the status of
REO Property containing such information as the Purchaser may reasonably
require.

ARTICLE VIGENERAL SERVICING
PROCEDURES

1. Assumption Agreements.
2. Satisfaction of Mortgages and Release of Mortgage
Files.
3. Servicing Compensation.
4. Annual Statement as to Compliance.
5. Annual Independent Certified Public Accountants'
Servicing Report.
6. Purchaser's Right to Examine Servicer
Records.
7. Servicer Shall Provide Information as Reasonably
Required.

The Seller shall furnish to the Purchaser during the term of this Agreement,
at the Servicer's expense, such periodic, special or other reports, information
or documentation, whether or not provided for herein, as shall be necessary,
reasonable or appropriate in respect to the Purchaser, or otherwise in respect
to the Mortgage Loans and the performance of the Servicer under this Agreement,
including any reports, information or documentation reasonably required to
comply with any regulations regarding any supervisory agents or examiners of the
Purchaser all such reports or information to be as provided by and in accordance
with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Servicer under
this Agreement.  The Servicer agrees to execute and deliver all such instruments
and take all such action as the Purchaser, from time to time, may reasonably
request in order to effectuate the purpose and to carry out the terms of this
Agreement.

In connection with marketing the Mortgage Loans, the Purchaser may make
available to a prospective purchaser audited financial statements of the Seller
and the Servicer for the most recently completed two (2) fiscal years for which
such statements are available, as well as a consolidated statement of condition
at the end of the last two (2) fiscal years covered by any consolidated
statement of operations.  If it has not already done so, the Seller and the
Servicer shall furnish promptly to the Purchaser or a prospective purchaser
copies of the statements specified above; provided, however, that prior to
furnishing such statements or information to any prospective purchaser, the
Seller and the Servicer may require such prospective purchaser to execute a
confidentiality agreement in a form satisfactory to the Seller or Servicer, as
applicable.

The Servicer shall make reasonably available to the Purchaser or any
prospective purchaser a knowledgeable financial or accounting officer for the
purpose of answering questions and to permit any prospective purchaser to
inspect the Servicer's servicing facilities for the purpose of satisfying such
prospective purchaser that the Servicer has the ability to service the Mortgage
Loans as provided in this Agreement.

The Servicer shall maintain with respect to each Mortgage Loan and shall make
available for inspection by the Purchaser or its designee the related Servicing
File during the time the Purchaser retains ownership of a Mortgage Loan and
thereafter in accordance with applicable laws and regulations.

ARTICLE VIISERVICING
TRANSFER

1. Transfer.
2. Notice to Mortgagors
3. Notice to Taxing Authorities and Insurance Companies
4. Delivery of Servicing Records
5. Escrow Payments
6. Mortgage Payments Received Prior to Servicing Transfer Date
7. Mortgage Payments Received After Servicing Transfer Date
8. Misapplied Payments
9. Books and Records
10. Reconciliation
11. IRS Forms
12. Insurance Premiums
13. Property Taxes
14. Additional Obligations.
15. Insurance Policies
16. Property Taxes
17. Escrow Analysis

ARTICLE VIIITHE SELLER AND THE
SERVICER

1. Indemnification; Third Party Claims.
2. Merger or Consolidation of the Seller or the
Servicer.
3. 
4. Servicer Not to Resign.
5. No Transfer of Servicing.

With respect to the retention of the Servicer to service the Mortgage Loans
hereunder, the Servicer acknowledges that the Purchaser has acted in reliance
upon the Servicer's independent status, the adequacy of its servicing
facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof.  Without in any way limiting
the generality of this Section 8.05, the Servicer shall not either assign this
Agreement or the servicing hereunder or delegate its rights or duties hereunder
or any portion thereof, or sell or otherwise dispose of all or substantially all
of its property or assets, without the prior written approval of the Purchaser,
which consent shall be granted or withheld in the Purchaser's sole
discretion.

Without in any way limiting the generality of this Section 8.05, in the event
that the Servicer either shall assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder or any portion
thereof without the prior written consent of the Purchaser, then the Purchaser
shall have the right to terminate this Agreement as set forth in Section 10.02,
without any payment of any penalty or damages and without any liability
whatsoever to the Servicer (other than with respect to accrued but unpaid
Monthly Advances, Servicing Advances and Interim Servicing Fees remaining
unpaid) or any third party.

ARTICLE IXDEFAULT

1. Events of Default.
2. any failure by the Servicer to remit to the Purchaser any payment required
to be made under the terms of this Agreement which continues unremedied for a
period of  one (1) Business Day after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Purchaser; or
3. failure on the part of the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Servicer set forth in this Agreement, or if any of the representations and
warranties of the Servicer in Section 3.01 proves to be untrue in any material
respect, which failure or breach continues unremedied for a period of thirty
(30) days (except that such number of days shall be fifteen (15) in the case of
a failure to pay any premium for any insurance policy required to be maintained
under this Agreement) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Purchaser; or
4. a decree or order of a court or agency or supervisory authority having
jurisdiction for the appointment of a conservator or receiver or liquidator in
any insolvency, bankruptcy, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of sixty (60)
days; or
5. the Servicer shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or of or relating to all or substantially all of its property; or
6. the Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
7. the Servicer ceases to be approved by Fannie Mae or Freddie Mac as a
mortgage loan seller and servicer for more than thirty (30) days; or
8. the Servicer attempts to assign its right to servicing compensation
hereunder or the Servicer attempts, without the consent of the Purchaser, to
sell or otherwise dispose of all or substantially all of its property or assets
or to assign this Agreement or the servicing responsibilities hereunder or to
delegate its duties hereunder or any portion thereof; or
9. the Servicer ceases to be (a) licensed to service first lien
residential mortgage loans in each jurisdiction in which a Mortgaged Property is
located and such licensing is required, and (b) qualified to transact
business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Servicer's
ability to perform its obligations hereunder; or
10. the Servicer fails to meet the eligibility criteria set forth in the last
sentence of Section 8.02.
11. Waiver of Defaults.

The Purchaser may waive only by written notice any default by the Servicer in
the performance of its obligations hereunder and its consequences.  Upon any
such waiver of a past default, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement.  No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived in writing.

ARTICLE XTERMINATION

1. Termination.
2. Termination Without Cause.

The Purchaser may, at its sole option, terminate any rights the Servicer may
have hereunder, without cause, upon written notice.  Any such notice of
termination shall be in writing and delivered to the Servicer as provided in
Section 12.05 of this Agreement.  In the event of such termination, the
Purchaser agrees to pay the Servicer's costs and expenses in connection with
accommodating such early termination.

ARTICLE XIRECONSTITUTION OF MORTGAGE
LOANS

1. Reconstitution of Mortgage
Loans.
2. The Seller and the Servicer acknowledge and the Purchaser agrees that with
respect to some or all of the Mortgage Loans, the Purchaser may effect
either:
3. one or more sales of the Mortgage Loans as whole loan transfers (each, a
"Whole Loan Transfer"); and/or
4. one or more sales of the Mortgage Loans as public or private pass-through
transfers (each, a "Pass-Through Transfer").
5. With respect to each Whole Loan Transfer or Pass-Through Transfer, as the
case may, the Seller and the Servicer agree:
6. to cooperate fully with the Purchaser and any prospective purchaser with
respect to all reasonable requests and due diligence procedures including
participating in meetings with rating agencies, bond insurers and such other
parties as the Purchaser shall designate and participating in meetings with
prospective purchasers of the Mortgage Loans or interests therein and providing
information contained in the Mortgage Loan Schedule including any diskette or
other related data tapes provided as reasonably requested by such purchasers;
7. to execute all agreements required to be executed by the Seller and Servicer
in connection with such Whole Loan Transfer or Pass-Through Transfer provided
that any such agreements be consistent with the terms hereof and impose no
greater duties, liabilities or obligations upon the Seller than those set forth
herein and provided that each of the Seller and the Servicer is given an
opportunity to review and reasonably negotiate in good faith the content of such
documents not specifically referenced or provided for herein;
8. on the closing date of the Whole Loan Transfer or Pass-Through Transfer, as
the case may be, to restate, for the benefit of the owners of the Mortgage
Loans, the representations and warranties contained in Section 3.01 and solely
with respect to the Seller, Section 3.02;
9. to negotiate and execute one or more master servicing agreements between the
Servicer and any third party servicer which is servicing loans on behalf of the
Purchaser providing for the Servicer to master service such Mortgage Loans on
behalf of the Purchaser;
10. to negotiate and execute one or more subservicing agreements between the
Servicer and any master servicer which is generally considered to be a prudent
master servicer in the secondary mortgage market designated by the Purchaser in
its sole discretion after consultation with the Servicer and/or one or more
custodial and servicing agreements among the Purchaser or an affiliate of the
Purchaser, the Servicer and a third party custodian/trustee which is generally
considered to be a prudent custodian/trustee in the secondary mortgage market
designated by the Purchaser in its sole discretion after consultation with the
Servicer, in either case for the purpose of pooling the Mortgage Loans with
other mortgage loans for resale or securitization;
11. in connection with any securitization of any Mortgage Loans, to execute a
pooling and servicing agreement, which pooling and servicing agreement may, at
the Purchaser's direction, contain contractual provisions including, but not
limited to, a 24-day certificate payment delay (54-day total payment delay),
servicer advances of delinquent scheduled payments of principal and interest
through liquidation (unless deemed non-recoverable) and payment of compensating
interest with respect to prepayment interest shortfalls (to the extent of the
monthly servicing fee payable thereto), servicing and mortgage loan
representations and warranties which in form and substance conform to secondary
market standards for securities backed by mortgage loans similar to the Mortgage
Loans and such provisions with regard to servicing responsibilities, investor
reporting, segregation and deposit of principal and interest payments, custody
of the Mortgage Loans, and other covenants as are required by the Purchaser and
one or more nationally recognized rating agencies for "AAA" rated
mortgage pass-through transactions which are "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act
of 1984, unless otherwise mutually agreed. At the sole option of the Purchaser,
any REMIC residual class issued pursuant to any pooling agreement may be
transferred to the Servicer;
12. to deliver, upon request, to the Purchaser and to any Person designated by
the Purchaser (a) for inclusion in any prospectus or other offering
material such publicly available information regarding the Seller and the
Servicer, its financial condition and its mortgage loan delinquency, foreclosure
and loss experience and any additional required information reasonably requested
by the Purchaser, (b) any similar non public, unaudited financial
information (which the Purchaser may, at its option and at its cost, have
audited by certified public accountants) and such other information as is
reasonably requested by the Purchaser and which the Seller and the Servicer are
capable of providing without unreasonable effort or expense, and to indemnify
the Purchaser and its affiliates for material misstatements or omissions
contained in such information, and (c) such statements and audit letters of
reputable, certified public accountants pertaining to information provided by
the Seller and the Servicer pursuant to clause (a) above as shall be reasonably
requested by the Purchaser; and
13. to deliver, upon request, to the Purchaser, and to any Person designated by
the Purchaser, opinions of counsel in a form reasonably acceptable to the
Purchaser as are customarily delivered by sellers and servicers and reasonably
determined by the Purchaser to be necessary in connection with Whole Loan
Transfers or Pass-Through Transfers, as the case may be, it being understood
that the cost of any opinions of counsel (other than in-house counsel) that may
be required for a Whole Loan Transfer or Pass-Through Transfer, as the case may
be, shall be the responsibility of the Purchaser.

ARTICLE XIIMISCELLANEOUS
PROVISIONS

1. Successor to the Servicer.
2. Amendment.
3. Recordation of Agreement.
4. Governing Law.
5. Notices.
6. if to the Seller:
7. Severability of Provisions.
8. Exhibits.
9. General Interpretive Principles.
10. the terms defined in this Agreement have the meanings assigned to them in
this Agreement and include the plural as well as the singular, and the use of
any gender herein shall be deemed to include the other gender;
11. accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;
12. references herein to "Articles," "Sections,"
Subsections," "Paragraphs," and other subdivisions without
reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
13. a reference to a Subsection without further reference to a Section is a
reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;
14. the words "herein," "hereof," "hereunder," and
other words of similar import refer to this Agreement as a whole and not to any
particular provision;
15. the term "include" or "including" shall mean without
limitation by reason of enumeration; and
16. headings of the Articles and Sections in this Agreement are for reference
purposes only and shall not be deemed to have any substantive effect.
17. Reproduction of Documents.
18. Confidentiality of Information.
19. Recordation of Assignments of Mortgage.
20. Assignment by Purchaser.
21. No Partnership.
22. Execution; Successors and Assigns.
23. Entire Agreement.
24. No Solicitation.
25. Costs

The Purchaser shall pay any commissions due its salesmen, the expenses of its
accountants and attorneys and the expenses and fees of any broker retained by
the Purchaser with respect to the transactions covered by this Agreement.  All
other costs and expenses incurred in connection with the transfer and delivery
of the Mortgage Loans and related servicing rights including, without
limitation, fees for recording intervening assignments of  mortgage and
Assignments of Mortgage, the cost of obtaining tax service contracts and the
legal fees and expenses of its attorneys shall be paid by the Seller. The Seller
shall be responsible for causing to occur the recordation of all Assignments of
Mortgage and all intervening assignments of mortgage, as applicable.



IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.

DLJ MORTGAGE CAPITAL, INC.
Purchaser

By:________/s/________________
Name:  John P. Graham
Title: 	 Vice President

E-LOAN, Inc.

Seller and Servicer

By: ________/s/_______________
Name: 	 Joseph J. Kennedy
Title:	 President

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