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.

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      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.

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      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: $308,770,900.66.

      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."

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      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;

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<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.

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            (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.

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<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.

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      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.

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<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

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                                   SCHEDULE A

                              [BEGINS ON NEXT PAGE]

                      [Available Upon Request From Trustee]