MORTGAGE LOAN PURCHASE AGREEMENT

      THIS MORTGAGE LOAN PURCHASE  AGREEMENT dated as of January 28, 2005 by and
between FIRST  TENNESSEE BANK NATIONAL  ASSOCIATION  (the  "Seller"),  and FIRST
HORIZON ASSET SECURITIES INC., a Delaware corporation (the "Purchaser").

      WHEREAS,  the Seller owns certain Mortgage Loans (as hereinafter  defined)
which  Mortgage Loans are more  particularly  listed and described in Schedule A
attached hereto and made a part hereof.

      WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant
to which the Mortgage Loans,  excluding the servicing rights thereto,  are to be
sold by the Seller to the Purchaser.

      WHEREAS,  First  Tennessee  Mortgage  Services,  Inc.  ("FTMSI")  owns the
servicing rights to the Mortgage Loans pursuant to the Servicing Rights Transfer
and Subservicing Agreement (as hereinafter defined).

      WHEREAS,  the  Seller has  engaged  FTMSI to service  the  mortgage  Loans
pursuant to the Servicing Agreement (as hereinafter defined).

      NOW, THEREFORE, in consideration of the foregoing, other good and valuable
consideration,  and the mutual terms and covenants contained herein, the parties
hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      Agreement:  This  Mortgage  Loan  Purchase  Agreement,  as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms hereof.

      Closing Date: January 28, 2005.

      Cooperative Corporation: The entity that holds title (fee or an acceptable
leasehold  estate)  to the  real  property  and  improvements  constituting  the
Cooperative  Property  and  which  governs  the  Cooperative   Property,   which
Cooperative  Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.

      Coop Shares: Shares issued by a Cooperative Corporation.

      Cooperative  Loan:  Any  Mortgage  Loan  secured  by  Coop  Shares  and  a
Proprietary Lease.

      Cooperative  Property:  The real  property and  improvements  owned by the
Cooperative  Corporation,  including the allocation of individual dwelling units
to the holders of the Coop Shares of the Cooperative Corporation.

      Cooperative  Unit:  A single  family  dwelling  located  in a  Cooperative
Property.

<PAGE>

      Custodian:  First Tennessee Bank National Association,  and its successors
and assigns,  as custodian under the Custodial Agreement dated as of January 28,
2005 by and among The Bank of New York,  as  trustee,  First  Horizon  Home Loan
Corporation, as master servicer, and the Custodian.

      Cut-Off Date: January 1, 2005.

      Delay  Delivery  Mortgage  Loans:  The  Mortgage  Loans for which all or a
portion of a related  Mortgage  File is not  delivered  to the Trustee or to the
Custodian  on its  behalf on the  Closing  Date.  The  number of Delay  Delivery
Mortgage Loans shall not exceed 25% of the aggregate number of Mortgage Loans as
of the Closing Date.

      FHHLC: First Horizon Home Loan Corporation,  a Kansas corporation,  in its
capacity as the seller of the Mortgage Loans pursuant to MLPA I.

      GAAP:  Generally applied  accounting  principles as in effect from time to
time in the United States of America.

      MLPA I: The  mortgage  loan  purchase  agreement,  dated as of January 28,
2005,  between  First  Horizon  Home  Loan  Corporation,  as  seller,  and First
Tennessee Bank National Association,  as purchaser,  as related to the transfer,
sale and conveyance of the Mortgage Loans.

      MERS:  Mortgage  Electronic  Registration  Systems,  Inc.,  a  corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

      MERS Mortgage  Loan:  Any Mortgage Loan  registered  with MERS on the MERS
System.

      MERS  (R)  System:   The  system  of  recording   transfers  of  mortgages
electronically maintained by MERS.

      MIN: The Mortgage Identification Number for any MERS Mortgage Loan.

      MOM Loan:  Any  Mortgage  Loan as to which  MERS is  acting as  mortgagee,
solely as nominee for the  originator of such  Mortgage Loan and its  successors
and assigns.

      Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on the property securing a Mortgage Note.

      Mortgage File: The mortgage  documents listed in Section 3.1 pertaining to
a particular Mortgage Loan and any additional  documents required to be added to
the Mortgage File pursuant to this Agreement.

      Mortgage Loans: The mortgage loans  transferred,  sold and conveyed by the
Seller to the Purchaser, pursuant to this Agreement.

      Mortgage   Note:   The  original   executed  note  or  other  evidence  of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.


                                     - 2 -
<PAGE>

      Mortgaged  Property:  The  underlying  property  securing a Mortgage Loan,
which,  with  respect to a  Cooperative  Loan,  is the  related  Coop Shares and
Proprietary Lease.

      Mortgagor: The obligor(s) on a Mortgage Note.

      Proprietary  Lease:  With  respect  to any  Cooperative  Unit,  a lease or
occupancy  agreement  between a Cooperative  Corporation and a holder of related
Coop Shares.

      Purchase Price: $318,880,354.62.

      Purchaser: First Horizon Asset Securities Inc., a Delaware corporation, in
its capacity as purchaser of the Mortgage Loans from the Seller pursuant to this
Agreement.

      Recognition Agreement:  With respect to any Cooperative Loan, an agreement
between the  Cooperative  Corporation  and the  originator of such Mortgage Loan
which establishes the rights of such originator in the Cooperative Property.

      Security  Agreement:  The security agreement with respect to a Cooperative
Loan.

      Seller: First Tennessee Bank National Association,  and its successors and
assigns,  in its  capacity  as seller of the  Mortgage  Loans  pursuant  to this
Agreement.

      Servicing  Agreement:  The servicing  agreement,  dated as of November 26,
2002 by and between First  Tennessee Bank National  Association and its assigns,
as owner, and First Tennessee Mortgage Services, Inc., as servicer.

      Servicing Rights Transfer and Subservicing Agreement: The servicing rights
transfer  and  subservicing  agreement,  dated as of  November  26,  2002 by and
between First Horizon Home Loan Corporation, as transferor and subservicer,  and
First Tennessee Mortgage Services, Inc., as transferee and servicer.

      Trustee:  The Bank of New  York and its  successors  and,  if a  successor
trustee is appointed hereunder, such successor.

                                   ARTICLE II
                                PURCHASE AND SALE

      Section 2.1 Purchase Price. In consideration  for the payment to it of the
Purchase Price on the Closing Date, pursuant to written  instructions  delivered
by the Seller to the  Purchaser  on the  Closing  Date,  the Seller  does hereby
transfer,  sell and convey to the Purchaser on the Closing Date, but with effect
from the Cut-off Date,  without recourse,  (i) all right,  title and interest of
the Seller in the Mortgage Loans,  excluding the servicing  rights thereto,  and
all property securing such Mortgage Loans,  including all interest and principal
received or  receivable  by the Seller with respect to the Mortgage  Loans on or
after the Cut-off Date and all interest and  principal  payments on the Mortgage
Loans  received on or prior to the Cut-off  Date in respect of  installments  of
interest and principal due thereafter,  but not including  payments of principal
and  interest  due and  payable on the  Mortgage  Loans on or before the Cut-off
Date,  (ii) all of the  Seller's  rights as  Purchaser  under MLPA I  including,
without  limitation,  the rights of the Seller to require FHHLC to cure breaches
of representations and warranties with respect to the Mortgage Loans as provided
thereunder,  (iii) all right,  title and interest of the Seller in, to and under
the Servicing  Agreement,  and (iv) all proceeds from the  foregoing.  Items (i)
through (iv) in the preceding  sentence are herein  referred to  collectively as
"Mortgage Assets."


                                     - 3 -
<PAGE>

      Section 2.2 Timing.  The sale of the Mortgage Assets  hereunder shall take
place on the Closing Date.

                                  ARTICLE III
                             CONVEYANCE AND DELIVERY

      Section 3.1 Delivery of Mortgage  Files.  In connection  with the transfer
and  assignment  set forth in Section  2.1 above,  the Seller has  delivered  or
caused to be delivered to the Trustee or to the  Custodian on its behalf (or, in
the case of the Delay  Delivery  Mortgage  Loans,  will  deliver  or cause to be
delivered to the Trustee or to the  Custodian on its behalf  within  thirty (30)
days  following the Closing Date) the following  documents or  instruments  with
respect to each Mortgage Loan so assigned (collectively, the "Mortgage Files"):

      (a)   (1) the  original  Mortgage  Note  endorsed  by manual or  facsimile
            signature  in  blank in the  following  form:  "Pay to the  order of
            ________________,    without   recourse,"   with   all   intervening
            endorsements  showing  a  complete  chain  of  endorsement  from the
            originator  to the Person  endorsing  the  Mortgage  Note (each such
            endorsement  being  sufficient  to  transfer  all  right,  title and
            interest  of the  party so  endorsing,  as  noteholder  or  assignee
            thereof, in and to that Mortgage Note); or

            (2) with respect to any Lost  Mortgage  Note, a lost note  affidavit
      from the  Seller  stating  that  the  original  Mortgage  Note was lost or
      destroyed, together with a copy of such Mortgage Note;

      (b)   except as provided  below and for each  Mortgage  Loan that is not a
            MERS Mortgage Loan, the original recorded Mortgage or a copy of such
            Mortgage  certified by the Seller as being a true and complete  copy
            of the  Mortgage,  and in the case of each MERS Mortgage  Loan,  the
            original  Mortgage,  noting the  presence of the MIN of the Mortgage
            Loans and either language indicating that the Mortgage Loan is a MOM
            Loan if the Mortgage  Loan is a MOM Loan or if the Mortgage Loan was
            not a MOM  Loan  at  origination,  the  original  Mortgage  and  the
            assignment  thereof to MERS,  with  evidence of recording  indicated
            thereon, or a copy of the Mortgage certified by the public recording
            office in which such Mortgage has been recorded;

      (c)   a duly  executed  assignment  of the Mortgage in blank (which may be
            included in a blanket  assignment or  assignments),  together  with,
            except as provided below, all interim  recorded  assignments of such
            mortgage (each such assignment,  when duly and validly completed, to
            be in recordable form and sufficient to effect the assignment of and
            transfer to the  assignee  thereof,  under the Mortgage to which the
            assignment relates);  provided that, if the related Mortgage has not
            been returned from the  applicable  public  recording  office,  such
            assignment  of  the  Mortgage  may  exclude  the  information  to be
            provided by the recording office;


                                     - 4 -
<PAGE>

      (d)   the  original or copies of each  assumption,  modification,  written
            assurance or substitution agreement, if any;

      (e)   either the original or duplicate  original  title policy  (including
            all riders thereto) with respect to the related Mortgaged  Property,
            if available,  provided that the title policy  (including all riders
            thereto) will be delivered as soon as it becomes  available,  and if
            the  title  policy  is not  available,  and to the  extent  required
            pursuant to the second  paragraph  below or otherwise in  connection
            with the rating of the Certificates, a written commitment or interim
            binder  or  preliminary  report  of the  title  issued  by the title
            insurance or escrow company with respect to the Mortgaged  Property,
            and

      (f)   in the case of a  Cooperative  Loan,  the originals of the following
            documents or instruments:

            (1)   The Coop Shares, together with a stock power in blank;

            (2)   The executed Security Agreement;

            (3)   The executed Proprietary Lease;

            (4)   The executed  Recognition  Agreement;  (5) The executed  UCC-1
                  financing  statement with evidence of recording  thereon which
                  have been filed in all places required to perfect the Seller's
                  interest in the Coop Shares and the Proprietary Lease; and

            (6)   Executed UCC-3 financing  statements or other  appropriate UCC
                  financing  statements  required  by state  law,  evidencing  a
                  complete and unbroken  line from the  mortgagee to the Trustee
                  with evidence of recording  thereon (or in a form suitable for
                  recordation).

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

      Section 4.1 Representations and Warranties of the Seller.

            (a) The Seller hereby  represents and warrants to the Purchaser,  as
      of the date of execution and delivery hereof, that:

                  (1)  The  Seller  is  duly  organized  as a  national  banking
            association  and is  validly  existing  under the laws of the United
            States of America and is duly  authorized  and qualified to transact
            any and all business  contemplated by this Agreement to be conducted
            by the Seller in any state in which a Mortgaged  Property is located
            or is otherwise  not required  under  applicable  law to effect such
            qualification  and, in any event,  is in  compliance  with the doing
            business laws of any such state,  to the extent  necessary to ensure
            its ability to enforce each  Mortgage Loan and to perform any of its
            other  obligations under this Agreement in accordance with the terms
            thereof.


                                     - 5 -
<PAGE>

                  (2) The Seller has the  requisite  power and authority to sell
            each  Mortgage  Loan,  and to execute,  deliver and perform,  and to
            enter into and  consummate  the  transactions  contemplated  by this
            Agreement and has duly  authorized  by all  necessary  action on the
            part of the Seller the execution,  delivery and  performance of this
            Agreement;  and  this  Agreement,  assuming  the due  authorization,
            execution  and  delivery  thereof  by  the  other  parties  thereto,
            constitutes  a legal,  valid and binding  obligation  of the Seller,
            enforceable  against the Seller in accordance with its terms, except
            that (a) the  enforceability  thereof may be limited by  bankruptcy,
            insolvency, moratorium, receivership and other similar laws relating
            to  creditors'  rights  generally  or  of  creditors  of  depository
            institutions, the accounts of which are insured by the FDIC, and (b)
            the remedy of specific performance and injunctive and other forms of
            equitable  relief may be subject to  equitable  defenses  and to the
            discretion of the court before which any proceeding  therefor may be
            brought.

                  (3)  The  execution  and  delivery  of this  Agreement  by the
            Seller,  the sale of the  Mortgage  Loans by the  Seller  under this
            Agreement,  the  consummation  of  any  other  of  the  transactions
            contemplated by this Agreement, and the fulfillment of or compliance
            with the terms thereof are in the ordinary course of business of the
            Seller and will not (a)  result in a material  breach of any term or
            provision of the charter or by-laws of the Seller or (b)  materially
            conflict   with,   result  in  a  material   breach,   violation  or
            acceleration of, or result in a material default under, the terms of
            any other material  agreement or instrument to which the Seller is a
            party or by which it may be  bound,  or (c)  constitute  a  material
            violation  of any statute,  order or  regulation  applicable  to the
            Seller  of any  court,  regulatory  body,  administrative  agency or
            governmental body having  jurisdiction  over the Seller,  other than
            such  conflicts,  breaches,  violations,  accelerations  or defaults
            which,  individually  or on a  cumulative  basis,  would  not have a
            material adverse effect on the Seller and its subsidiaries, taken as
            a whole,  or the  consummation of the  transactions  contemplated by
            this Agreement;  and the Seller is not in breach or violation of any
            material indenture or other material agreement or instrument,  or in
            violation  of  any  statute,  order  or  regulation  of  any  court,
            regulatory body,  administrative  agency or governmental body having
            jurisdiction over it which breach or violation may materially impair
            the Seller's ability to perform or meet any of its obligations under
            this Agreement.

                  (4) No  litigation  is pending or, to the best of the Seller's
            knowledge,  threatened  against the Seller that would  prohibit  the
            execution or delivery of, or  performance  under,  this Agreement by
            the Seller.

      (b) The Seller hereby assigns,  transfers and conveys to the Purchaser all
of its rights with respect to the Mortgage Loans including,  without limitation,
the  representations  and  warranties of FHHLC made pursuant to MLPA I, together
with all rights of the Seller to require FHHLC to cure any breach  thereof or to
repurchase or substitute for any affected  Mortgage Loan in accordance with MLPA
I.


                                     - 6 -
<PAGE>

      It is understood and agreed that the  obligation  under MLPA I of FHHLC to
cure,  repurchase or replace any Mortgage Loan as to which a breach has occurred
and is continuing shall constitute the sole remedy, which may be enforced solely
against  FHHLC and not the  Seller,  respecting  such  breach  available  to the
Purchaser on its behalf.

      The representations  and warranties  contained in this Agreement shall not
be construed  as a warranty or guaranty by the Seller as to the future  payments
by any Mortgagor.

      It is understood  and agreed that the  representations  and warranties set
forth in this Section 4.1 shall  survive the sale of the  Mortgage  Loans to the
Purchaser hereunder.

                                   ARTICLE V
                                  MISCELLANEOUS

      Section 5.1  Transfer  Intended as Sale.  It is the express  intent of the
parties  hereto that the  conveyance of the Mortgage  Loans by the Seller to the
Purchaser be, and be construed  as, an absolute sale thereof in accordance  with
GAAP and for  regulatory  purposes.  It is,  further,  not the  intention of the
parties that such  conveyances  be deemed a pledge  thereof by the Seller to the
Purchaser.  However,  in the  event  that,  notwithstanding  the  intent  of the
parties,  the  Mortgage  Loans are held to be the  property of the Seller or the
Purchaser,  respectively,  or if for any other reason this  Agreement is held or
deemed to create a security  interest in such  assets,  then (i) this  Agreement
shall be deemed to be a security  agreement  within the  meaning of the  Uniform
Commercial  Code of the State of Texas and (ii) the  conveyance  of the Mortgage
Loans provided for in this  Agreement  shall be deemed to be an assignment and a
grant by the  Seller  to the  Purchaser  of a  security  interest  in all of the
Mortgage Loans, whether now owned or hereafter acquired.

      The Seller and the Purchaser  shall,  to the extent  consistent  with this
Agreement,  take  such  actions  as may be  necessary  to ensure  that,  if this
Agreement were deemed to create a security  interest in the Mortgage Loans, such
security  interest would be deemed to be a perfected  security interest of first
priority under applicable law and will be maintained as such throughout the term
of the  Agreement.  The Seller and the  Purchaser  shall  arrange for filing any
Uniform Commercial Code continuation  statements in connection with any security
interest granted hereby.

      Section 5.2 Seller's Consent to Assignment. The Seller hereby acknowledges
the  Purchaser's  right to assign,  transfer  and convey all of the  Purchaser's
rights under this  Agreement to a third party and that the  representations  and
warranties  made by FHHLC to the Seller  pursuant to MLPA I will, in the case of
such  assignment,  transfer  and  conveyance,  be for the  benefit of such third
party. The Seller hereby consents to such assignment, transfer and conveyance.

      Section  5.3  Specific  Performance.  Either  party or its  assignees  may
enforce specific performance of this Agreement.


                                     - 7 -
<PAGE>

      Section 5.4 Notices.  All notices,  demands and requests that may be given
or that are  required  to be given  hereunder  shall  be sent by  United  States
certified mail,  postage prepaid,  return receipt  requested,  to the parties at
their respective addresses as follows:

                   If to the Purchaser:       4000 Horizon Way
                                              Irving, Texas 75063
                                              Attn: Larry P. Cole

                   If to the Seller:          165 Madison Avenue
                                              Memphis, Tennessee 38103
                                              Attn: Clyde A. Billings, Jr.

      Section 5.5 Choice of Law. This Agreement shall be construed in accordance
with and governed by the  substantive  laws of the State of Texas  applicable to
agreements  made and to be performed in the State of Texas and the  obligations,
rights and remedies of the parties hereto shall be determined in accordance with
such laws.

      Section  5.6  Acknowledgment  of  FHHLC.  FHHLC  hereby  acknowledges  the
provisions of this  Agreement,  including the duties of FHHLC created  hereunder
and the assignment of the  representations  and warranties  made by FHHLC to the
Seller pursuant to MLPA I.


                                     - 8 -
<PAGE>

      IN WITNESS  WHEREOF,  the Purchaser and the Seller have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the 29th day of December, 2004.

                               FIRST TENNESSEE BANK NATIONAL
                               ASSOCIATION, as Seller


                               By:
                                  ----------------------------------------------
                                  Wade Walker
                                  Senior Vice President

                               FIRST HORIZON ASSET SECURITIES INC., as Purchaser


                               By:
                                  ----------------------------------------------
                                  Alfred Chang
                                  Vice President

The   foregoing   agreement   is  hereby
acknowledged and accepted as of the date
first above written.

FIRST HORIZON HOME LOAN CORPORATION,
in its capacity as the seller pursuant to MLPA I

By:
   ------------------------------------------
   Terry McCoy
   Senior Vice President


<PAGE>

                                   SCHEDULE A

                              [BEGINS ON NEXT PAGE]

                      [Available Upon Request From Trustee]