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


                RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

                                  as Purchaser,

                                       and

                         RESIDENTIAL FUNDING CORPORATION

                                    as Seller


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

                          HOME LOAN PURCHASE AGREEMENT

                          Dated as of September 1, 2003
                                ----------------





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<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                          Page

                                    ARTICLE I

                                   DEFINITIONS
<S>             <C>                                                                         <C>
        Section 1.1   Definitions............................................................3

                                   ARTICLE II
                    SALE OF HOME LOANS AND RELATED PROVISIONS

               Section 2.1   Sale of Home Loans..............................................4
               Section 2.2   Payment of Purchase Price.......................................6

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

               Section 3.1   Seller Representations and Warranties...........................6

                                   ARTICLE IV
                               SELLER'S COVENANTS

               Section 4.1   Covenants of the Seller........................................13

                                    ARTICLE V
                                    SERVICING

               Section 5.1   Servicing......................................................14

                                   ARTICLE VI
                      LIMITATION ON LIABILITY OF THE SELLER

               Section 6.1   Limitation on Liability of the Seller..........................14

                                   ARTICLE VII
                                   TERMINATION

               Section 7.1   Termination....................................................14

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

               Section 8.1   Amendment......................................................14


                                        i

<PAGE>



               Section 8.2   GOVERNING LAW..................................................14
               Section 8.3   Notices........................................................15
               Section 8.4   Severability of Provisions.....................................15
               Section 8.5   Relationship of Parties........................................15
               Section 8.6   Counterparts...................................................15
               Section 8.7   Further Agreements.............................................16
               Section 8.8   Intention of the Parties.......................................16
               Section 8.9   Successors and Assigns; Assignment of This Agreement...........16
               Section 8.10  Survival.......................................................16

</TABLE>

Exhibit A-1    Group I Home Loans
Exhibit A-2    Group II Home Loans


                                       ii

<PAGE>



               This HOME LOAN PURCHASE AGREEMENT (this "Agreement" or "Home Loan
Purchase Agreement"), dated as of September 1, 2003, is made between Residential
Funding  Corporation (the "Seller") and Residential  Funding Mortgage Securities
II, Inc. (the "Purchaser").

                              W I T N E S S E T H :

               WHEREAS, the Seller owns Home Loans and the Related Documents for
the Home Loans  indicated on the Home Loan Schedule  attached as Exhibit A-1 and
Exhibit A-2 hereto (collectively, the "Home Loans"), including rights to (a) any
property  acquired by  foreclosure  or deed in lieu of foreclosure or otherwise,
and (b) the proceeds of any insurance policies covering the Home Loans;

               WHEREAS,  the parties hereto desire that the Seller sell the Home
Loans to the Purchaser pursuant to the terms of this Agreement together with the
Related Documents on the Closing Date;

               WHEREAS,  pursuant  to the  terms  of the  Trust  Agreement,  the
Purchaser  will  sell the Home  Loans to the  Issuer  in  exchange  for the cash
proceeds of the Securities;

               WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer
will  issue  and  transfer  to  or  at  the  direction  of  the  Depositor,  the
Certificates;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue and
transfer to or at the direction of the Depositor, the Notes; and

               WHEREAS,  pursuant to the terms of the Servicing  Agreement,  the
Master  Servicer  will  service  the Home Loans  directly or through one or more
Subservicers.

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

                                    ARTICLE I

                                   DEFINITIONS

        Section 1.1  Definitions.  For all  purposes of this Home Loan  Purchase
Agreement,  except as otherwise  expressly provided herein or unless the context
otherwise  requires,  capitalized  terms not otherwise defined herein shall have
the meanings  assigned to such terms in the Definitions  contained in Appendix A
to the Indenture dated September 25, 2003 (the  "Indenture"),  between Home Loan
Trust 2003-HI3, as issuer, and JPMorgan Chase Bank, as indenture trustee,  which
is incorporated by reference  herein.  All other  capitalized  terms used herein
shall have the meanings specified herein.



                                        1

<PAGE>



                                   ARTICLE II

                    SALE OF HOME LOANS AND RELATED PROVISIONS

               Section 2.1   Sale of Home Loans.

               (a) The Seller,  by the execution and delivery of this Agreement,
does hereby sell,  assign,  set over,  and  otherwise  convey to the  Purchaser,
without  recourse,  all of its right,  title and  interest  in, to and under the
following,  and wherever  located:  (i) the Home Loans,  all  interest  accruing
thereon and all collections in respect thereof  received on or after the Cut-off
Date;  (ii)  property  which  secured a Home Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure;  (iii) the interest of the Seller in
any  insurance  policies in respect of the Home Loans;  and (iv) all proceeds of
the foregoing.  Such conveyance  shall be deemed to be made, with respect to the
Cut-off Date Loan  Balances,  as of the Closing Date,  subject to the receipt by
the Seller of  consideration  therefor as provided  herein  under  clause (b) of
Section 2.2.

               (b) In  connection  with  such  conveyance,  the  Seller  further
agrees,  at its own expense,  on or prior to the Closing Date to indicate in its
books and records that the Home Loans have been sold to the  Purchaser  pursuant
to this Agreement and to deliver to the Purchaser true and complete lists of all
of the Home Loans  specifying for each Home Loan (i) its account number and (ii)
its Cut-off  Date Loan  Balance.  Such  lists,  which form part of the Home Loan
Schedule,  shall be marked as Exhibit A-1 and Exhibit A-2 to this  Agreement and
are hereby incorporated into and made a part of this Agreement.

               (c) In connection with such conveyance by the Seller,  the Seller
shall on behalf of the Purchaser deliver to, and deposit with the Custodian,  on
or before the Closing Date, the following  documents or instruments with respect
to each Home Loan:

                      (i) the original  Mortgage Note endorsed  without recourse
        to the Indenture  Trustee and showing an unbroken  chain of  endorsement
        from the originator  thereof to the Person endorsing it or, with respect
        to any  Home  Loan as to  which  the  original  Mortgage  Note  has been
        permanently  lost or destroyed  and has not been  replaced,  a Lost Note
        Affidavit  from the related seller or  Residential  Funding  Corporation
        stating the  original  Mortgage  Note was lost,  misplaced  or destroyed
        together with a copy of such Note;

                      (ii) the  original  Mortgage  with  evidence of  recording
        thereon,  or a copy of the original  Mortgage with evidence of recording
        thereon;

                      (iii)  assignments  (which may be  included in one or more
        blanket  assignments  if  permitted by  applicable  law) of the Mortgage
        recorded to "JPMorgan Chase Bank as indenture trustee" c/o the Seller at
        an address specified by the Seller; and



                                        2

<PAGE>



                      (iv)  originals  of  any  intervening  assignments  of the
        Mortgage, with evidence of recording thereon, or a copy of such original
        intervening assignment with evidence of recording indicated thereon; and

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

               Within the time period for the review of each  Mortgage  File set
forth in Section 2.3 of the Custodial Agreement,  if a defect or omission in any
Mortgage File is discovered  which may materially and adversely affect the value
of the related Home Loan, or the interests of the Indenture  Trustee (as pledgee
of the Home  Loans),  the  Noteholders,  the  Certificateholders  or the  Credit
Enhancer  in such Home Loan,  including  the  Seller's  failure  to deliver  any
document  required to be delivered to the  Custodian on behalf of the  Indenture
Trustee  (provided  that a Mortgage  File will not be deemed to contain a defect
for an  unrecorded  assignment  under  clause  (iii)  above  if the  Seller  has
submitted such assignment for recording or if such assignment is not required to
be recorded pursuant to the terms of the following paragraph),  the Seller shall
cure such defect,  repurchase the related Home Loan at the  Repurchase  Price or
substitute an Eligible  Substitute  Loan for the related Home Loan upon the same
terms  and   conditions  set  forth  in  Section  3.1  hereof  for  breaches  of
representations  and  warranties  as to the Home Loans.  As set forth in Section
2.03 of the Custodial  Agreement,  the Custodian  shall deliver to the Indenture
Trustee a  certificate  (the  "Interim  Certification")  to the effect  that all
documents  required to be delivered pursuant to this Subsection 2.1(c) have been
executed  and  received  and  that  such  documents  relate  to the  Home  Loans
identified  on the Home  Loan  Schedule,  except  for any  exceptions  listed on
Schedule B attached to such Interim Certification.

               Within 60 days after the  receipt by the Master  Servicer  of the
recording  information,  the Seller at its own expense shall complete and submit
for recording in the appropriate public office for real property records each of
the assignments  referred to in clause (iii) above.  While such assignment to be
recorded is being  recorded,  the  Custodian  shall  retain a photocopy  of such
assignment.  If any  assignment is lost or returned  unrecorded to the Custodian
because of any defect  therein,  the Seller is required to prepare a  substitute
assignment  or cure such defect,  as the case may be, and the Seller shall cause
such assignment to be recorded in accordance with this paragraph.

               In the event that the Seller  delivers to the Custodian on behalf
of the Indenture  Trustee any Mortgage  Note or assignment in blank,  the Seller
shall, or shall cause the Custodian to, complete the endorsement of the Mortgage
Note and the assignment in conjunction with the Interim  Certification issued by
the Custodian.

               In  instances   where  an  original   Mortgage  or  any  original
intervening  assignment  of Mortgage  was not, in  accordance  with clause (ii),
(iii),  (iv) or (v) above (or copies thereof as permitted in this section 2.1(c)
above),  delivered  by  the  Seller  to the  respective  Custodian  prior  to or
concurrently with the execution and delivery of this Agreement,  the Seller will
deliver  or  cause to be  delivered  the  originals  of such  documents  to such
Custodian promptly upon receipt thereof.


                                        3

<PAGE>



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

               (d) The parties  hereto  intend that the  transactions  set forth
herein  constitute  a sale by the Seller to the  Purchaser  of all the  Seller's
right,  title and interest in and to the Home Loans and other property as and to
the extent  described  above. In the event the transactions set forth herein are
deemed not to be a sale,  the Seller  hereby  grants to the Purchaser a security
interest in all of the Seller's  right,  title and interest in, to and under the
Home Loans and such other  property,  to secure all of the Seller's  obligations
hereunder,  and this  Agreement  shall  constitute  a security  agreement  under
applicable  law. The Seller agrees to take or cause to be taken such actions and
to  execute  such  documents,  including  without  limitation  the filing of all
necessary  UCC-1  financing  statements  filed in the State of Minnesota  (which
shall have been submitted for filing as of the Closing Date),  any  continuation
statements with respect thereto and any amendments thereto required to reflect a
change in the name or  corporate  structure  of the  Seller or the filing of any
additional UCC-1 financing  statements due to the change in the principal office
or jurisdiction of incorporation of the Seller,  as are necessary to perfect and
protect the Purchaser's interests in each Home Loan and the proceeds thereof.

               Section 2.2   Payment of Purchase Price.

               (a) The  "Purchase  Price" for the Home Loans  shall be an amount
equal to  $253,388,770.74  in  immediately  available  funds,  together with the
Certificates.

               (b) In  consideration  of the  sale of the  Home  Loans  from the
Seller to the  Purchaser on the Closing  Date,  the  Purchaser  shall pay to the
Seller on the Closing Date by wire transfer of immediately  available funds to a
bank account designated by the Seller, the amount specified above in clause (a);
provided,  that  such  payment  may be on a net  funding  basis if agreed by the
Seller and the Purchaser.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

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

               (a) As to the Seller:

                      (i) The Seller is a corporation  duly  organized,  validly
        existing  and in good  standing  under the laws of the State of Delaware
        and has the  corporate  power  to own its  assets  and to  transact  the
        business in which it is currently engaged. The Seller is duly


                                        4

<PAGE>



        qualified  to do  business  as a  foreign  corporation  and  is in  good
        standing in each  jurisdiction  in which the  character  of the business
        transacted  by it or  properties  owned or  leased by it  requires  such
        qualification  and in which  the  failure  to so  qualify  would  have a
        material adverse effect on the business, properties, assets or condition
        (financial or other) of the Seller;

                      (ii) The  Seller  has the  power  and  authority  to make,
        execute,  deliver and perform its  obligations  under this Agreement and
        all of the transactions contemplated under this Agreement, and has taken
        all necessary corporate action to authorize the execution,  delivery and
        performance  of  this  Agreement.  When  executed  and  delivered,  this
        Agreement will constitute the legal, valid and binding obligation of the
        Seller  enforceable in accordance with its terms,  except as enforcement
        of such terms may be limited by  bankruptcy,  insolvency or similar laws
        affecting  the  enforcement  of creditors'  rights  generally and by the
        availability of equitable remedies;

                      (iii) The Seller is not  required to obtain the consent of
        any other  Person or any  consent,  license,  approval or  authorization
        from, or registration or declaration  with, any governmental  authority,
        bureau  or  agency  in   connection   with  the   execution,   delivery,
        performance,  validity or enforceability  of this Agreement,  except for
        such consents, licenses,  approvals or authorizations,  or registrations
        or  declarations,  as shall have been obtained or filed, as the case may
        be;

                      (iv) The execution and delivery of this  Agreement and the
        performance of the transactions  contemplated  hereby by the Seller will
        not violate any provision of any existing law or regulation or any order
        or decree of any court  applicable to the Seller or any provision of the
        Certificate of  Incorporation  or Bylaws of the Seller,  or constitute a
        material breach of any mortgage,  indenture, contract or other agreement
        to which the Seller is a party or by which the Seller may be bound;

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

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



                                        5

<PAGE>



                      (vii) This  Agreement  constitutes  a valid  transfer  and
        assignment  to the  Purchaser  of all right,  title and  interest of the
        Seller in, to and under the Home Loans,  all monies due or to become due
        with  respect  thereto,  and all  proceeds  of such  Cut-off  Date  Loan
        Balances  with respect to the Home Loans and such funds as are from time
        to time  deposited in the Custodial  Account  (excluding  any investment
        earnings  thereon)  as  assets  of the  Trust  and  all  other  property
        specified  in the  definition  of "Trust" as being part of the corpus of
        the Trust conveyed to the Purchaser by the Seller;

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

                      (ix) The Seller has not  transferred the Home Loans to the
        Purchaser  with  any  intent  to  hinder,  delay or  defraud  any of its
        creditors.

               (b) As to the Home Loans:

                      (i) The  information  set forth in the Home Loan  Schedule
        with  respect to each Home Loan or the Home Loans  that  compose  either
        Group I Loans or Group II Loans,  as applicable,  is true and correct in
        all  material  respects  as of the date or dates  respecting  which such
        information is furnished;

                      (ii) [Reserved];

                      (iii) The related  Mortgage Note and the Mortgage have not
        been  assigned  or  pledged,  the Seller has good and  marketable  title
        thereto  and the  Seller is the sole  owner and  holder of the Home Loan
        free and clear of any and all liens, claims, encumbrances, participation
        interests,  equities,  pledges,  charges or  security  interests  of any
        nature  and has full right and  authority,  under all  governmental  and
        regulatory  bodies  having   jurisdiction  over  the  ownership  of  the
        applicable  Home  Loans to sell and  assign  the same  pursuant  to this
        Agreement;

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

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

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



                                        6

<PAGE>



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

               (viii) As of the Cut-off Date,  none of the Home Loans were 30 or
          more days delinquent;

                      (ix)  For  each  Home  Loan,  the  related  Mortgage  File
        contains each of the documents and instruments  specified to be included
        therein;

                      (x) Each Home Loan at the time it was made complied in all
        material  respects  with  applicable  local,   state  and  federal  laws
        including but not limited to all applicable anti-predatory lending laws;

                      (xi) A policy of title  insurance  in the form and  amount
        required by the Program  Guide was  effective  as of the closing of each
        Home Loan and each such  policy is valid and  remains  in full force and
        effect,  and a title search or other assurance of title customary in the
        relevant  jurisdiction was obtained with respect to each Home Loan as to
        which no title insurance policy or binder was issued;

                      (xii) None of the  Mortgaged  Properties  is a mobile home
        that is permanently attached to its foundation and none of the Mortgaged
        Properties  are  manufactured  housing  units  that are not  permanently
        attached to their foundation;

                      (xiii) Approximately 7.2% of the Cut-off Date Loan Balance
        of the Group I Loans are secured by Mortgaged Properties located in Ohio
        and approximately  7.2% of the Cut-off Date Loan Balance of the Group II
        Loans are secured by Mortgaged Properties located in Ohio.

                      (xiv) Approximately 97.74% and 96.15% of the Group I Loans
        and Group II Loans,  respectively,  by Cut-Off Date Loan Balance,  had a
        Combined Loan-to-Value Ratio in excess of 100%;

                      (xv)  Approximately  1.8% Home Loans  secured by Mortgaged
        Property in the State of Georgia are subject to the Georgia Fair Lending
        Act, as amended (the "Georgia  Act").  These Home Loans were  originated
        after  March 7, 2003.  Approximately  0.8% of the Home Loans  secured by
        Mortgaged  Property in the State of New York are subject to the New York
        Predatory  Lending Law,  codified as N.Y. Banking Law ss.6-I,  N.Y. Gen.
        Bus. Law ss.771-a,  and N.Y. Real Prop.  Acts Law ss.1302 (the "New York
        Act").  Approximately  1.1%  of the  Home  Loans  secured  by  Mortgaged
        Property in the State of Kentucky,  are subject to the Kentucky  Revised
        Statutes Section 360.100, as amended (the "Kentucky Act"). None


                                        7

<PAGE>



        of the Home Loans secured by Mortgaged Property in the State of Arkansas
        are subject to the Arkansas  Home Loan  Protection  Act, as amended (the
        "Arkansas Act");

                      (xvi) None of the Home Loans are  classified or defined as
        "high-cost home loans" under the administrative code or other applicable
        law, regulation or ordinance, of the City of New York;

                      (xvii) None of the  proceeds of any Home Loan were used to
        finance the purchase of single premium credit insurance policies;

                      (xviii)The  Seller  will  submit for filing or cause to be
        submitted for filing UCC-1  financing  statements in accordance with the
        terms of this Agreement;

                      (xix)  Each  Mortgage  is  substantially  similar  to  one
        another and is an enforceable obligation of the related Mortgagor;

                      (xx)  To the  best of  Seller's  knowledge,  the  physical
        property  subject to each Mortgage is free of material  damage and is in
        good repair;

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

                      (xxii)  No Group I Loan or Group II Loan has a  prepayment
        penalty  term  that  extends   beyond  five  years  after  the  date  of
        origination;

                      (xxiii)None of the Home Loans are reverse Home Loans;

                      (xxiv) None of the Group I Loans have a remaining  term to
        stated  maturity  of less than 57  months.  All of the Group I Loans are
        fixed rate and are fully  amortizing,  except for 0.1% that are  Balloon
        Payment  loans.  As of the Cut-off  Date,  the Loan Rates on the Group I
        Loans  range  between  6.495%  per annum and  14.630%  per annum and the
        weighted  average Loan Rate is  approximately  11.0618%  per annum.  The
        weighted average  remaining term to stated maturity of the Group I Loans
        as of the Cut-off Date is approximately 207 months;

                      (xxv) None of the Group II Loans have a remaining  term to
        stated  maturity  of less than 54 months.  All of the Group II Loans are
        fixed rate and are fully  amortizing,  except for 0.2% that are  Balloon
        Payment  loans.  As of the Cut-off Date,  the Loan Rates on the Group II
        Loans  range  between  5.875%  per annum and  14.075%  per annum and the
        weighted  average Loan Rate is  approximately  11.0708%  per annum.  The
        weighted average remaining term to stated maturity of the Group II Loans
        as of the Cut-off Date is approximately 205 months;


                                        8

<PAGE>



                      (xxvi) (A) Each  Mortgaged  Property  with  respect to the
        Group I Loans and  Group II Loans  consists  of a single  parcel of real
        property with a single family residence  erected  thereon,  manufactured
        housing  permanently  attached  to  their  foundation  or an  individual
        condominium  unit.  (B) With  respect  to the Group I Loans and Group II
        Loans, respectively,  (i) approximately 2.20% and 2.13% (by Cut-off Date
        Loan  Balance)  are  secured by real  property  improved  by  individual
        condominium units and (ii)  approximately  90.21% and 90.89% (by Cut-off
        Date  Loan   Balance)   of  the  Group  I  Loans  and  Group  II  Loans,
        respectively,  are  secured  by  real  property  with  a  single  family
        residence erected thereon;

                      (xxvii)All  of  the  Home  Loans  are  secured  by  second
        mortgages or deeds of trust;

                      (xxviiiIf any of the Home Loans are secured by a leasehold
        interest,  with respect to each leasehold interest, the use of leasehold
        estates for residential  properties is an accepted  practice in the area
        where the related Mortgaged Property is located; residential property in
        such area  consisting of leasehold  estates is readily  marketable;  the
        lease is recorded and no party is in any way in breach of any  provision
        of such  lease;  the  leasehold  is in full  force and effect and is not
        subject to any prior lien or encumbrance by which the leasehold could be
        terminated;  and the remaining term of the lease does not terminate less
        than five years after the maturity date of such Home Loan.

                      (xxix) Each Subservicer meets all applicable  requirements
        under the Servicing Agreement, is properly qualified to service the Home
        Loans and has been servicing the Home Loans prior to the Cut-off Date in
        accordance with the terms of the Program Guide;

                      (xxx) For each Home Loan,  if required,  as of the Cut-off
        Date,  flood  insurance  has been  obtained  which meets all  applicable
        requirements of Section 3.04 of the Servicing  Agreement.  For each Home
        Loan,  hazard  insurance  has been obtained  which meets all  applicable
        requirements of Section 3.04 of the Servicing Agreement;

                      (xxxi) There is no material default,  breach, violation or
        event of  acceleration  existing under the terms of any Mortgage Note or
        Mortgage and no event which,  with notice and expiration of any grace or
        cure period, would constitute a material default,  breach,  violation or
        event of acceleration  under the terms of any Mortgage Note or Mortgage,
        and no such material default, breach, violation or event of acceleration
        has been  waived  by the  Seller  or by any  other  entity  involved  in
        originating or servicing a Home Loan;

                      (xxxii)No   instrument  of  release  or  waiver  has  been
        executed in  connection  with the Home Loans,  and no Mortgagor has been
        released,  in whole or in part from its obligations in connection with a
        Home Loan;



                                        9

<PAGE>



                      (xxxiiiWith  respect  to each  Home  Loan that is a second
        lien, either (i) no consent for the Home Loan was required by the holder
        of the  related  prior  lien or  liens  or (ii)  such  consent  has been
        obtained and is contained in the Mortgage File;

                      (xxxiv)With respect to each Home Loan, either (i) the Home
        Loan is assumable  pursuant to the terms of the Mortgage  Note,  or (ii)
        the Home Loan contains a customary provision for the acceleration of the
        payment  of the unpaid  principal  balance of the Home Loan in the event
        the related Mortgaged  Property is sold without the prior consent of the
        mortgagee thereunder; and

                      (xxxv) Each Mortgage File either  contains (a) an original
        Mortgage  Note or (b)  with  respect  to any Home  Loan as to which  the
        original  Mortgage Note has been  permanently  lost or destroyed and has
        not been replaced,  a Lost Note  Affidavit  together with a copy of such
        Mortgage Note.

               (c) Upon  discovery by Seller or upon notice from the  Purchaser,
the Credit Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or any
Custodian,  as  applicable,  of a breach of any  representation  or  warranty in
clause (a) above which  materially  and  adversely  affects the interests of the
Securityholders  or the  Credit  Enhancer  in any Home Loan,  the Seller  shall,
within 45 days of its discovery or its receipt of notice of such breach,  either
(i) cure such  breach in all  material  respects or (ii) to the extent that such
breach  is  with  respect  to a Home  Loan or a  Related  Document,  either  (A)
repurchase  such  Home  Loan  from the  Trust at the  Repurchase  Price,  or (B)
substitute  one or more  Eligible  Substitute  Loans for such Home Loan, in each
case in the  manner and  subject to the  conditions  and  limitations  set forth
below.

               Upon  discovery by the Seller or upon notice from the  Purchaser,
the Credit Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or any
Custodian,  as  applicable,  of a breach of any  representation  or  warranty in
clause  (b) above  with  respect  to any Home Loan or upon the  occurrence  of a
Repurchase  Event that  materially  and  adversely  affects the interests of the
Securityholders  or the Credit  Enhancer or of the  Purchaser  in such Home Loan
(notice of which shall be given to the Purchaser by the Seller,  if it discovers
the same),  notwithstanding  the Seller's lack of knowledge  with respect to the
substance of such  representation  and warranty or Repurchase  Event, the Seller
shall,  within 90 days after the earlier of its  discovery  or receipt of notice
thereof, either cure such breach or Repurchase Event in all material respects or
either (i) repurchase such Home Loan from the Trust at the Repurchase  Price, or
(ii)  substitute  one or more Eligible  Substitute  Loans for such Home Loan, in
each case in the manner and subject to the  conditions  set forth below.  If the
breach of  representation  and  warranty  that gave  rise to the  obligation  to
repurchase  or  substitute  a Home Loan  pursuant  to this  Section  3.1 was the
representation and warranty set forth in clause (x) of Section 3.1(b),  then the
Seller shall pay,  concurrently with and in addition to the remedies provided in
the preceding  sentence,  an amount equal to any  liability,  penalty or expense
that was actually  incurred and paid out of or on behalf of the Trust,  and that
directly  resulted  from  such  breach,  or if  incurred  and paid by the  Trust
thereafter,  concurrently  with such payment.  The Repurchase Price for any such
Home Loan repurchased by the Seller and any amounts paid by the


                                       10

<PAGE>



Seller in connection with the preceding sentence shall be deposited or caused to
be deposited by the Master  Servicer in the Custodial  Account  maintained by it
pursuant to Section 3.02 of the Servicing Agreement.

               The Seller may only  substitute  an Eligible  Substitute  Loan or
Loans for a Deleted Loan pursuant to this Section  3.1(c) if the Seller  obtains
an Opinion of  Counsel  generally  to the  effect  that the  substitution  of an
Eligible  Substitute  Loan or Loans for a Deleted  Loan will not cause an entity
level  federal or state income tax to be imposed on the Trust.  The Seller shall
also  deliver  to the  Custodian  on behalf of the Trust,  with  respect to such
Eligible  Substitute  Loan or Loans,  the original  Mortgage  Note and all other
documents and  agreements as are required by Section  2.1(c),  with the Mortgage
Note endorsed as required by Section 2.1(c). No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Eligible Substitute Loans in the month of substitution shall not
be part of the Trust and will be retained by the Master Servicer and remitted by
the Master Servicer to the Seller on the next succeeding Payment Date,  provided
that a  payment  at  least  equal to the  applicable  Monthly  Payment  has been
received by the Trust,  for such month in respect of the Deleted  Loan.  For the
month of substitution,  distributions  to the Custodial  Account pursuant to the
Servicing  Agreement will include the Monthly  Payment due on a Deleted Loan for
such month and  thereafter  the Seller  shall be  entitled to retain all amounts
received in respect of such Deleted  Loan.  The Master  Servicer  shall amend or
cause to be  amended  the Home Loan  Schedule  to  reflect  the  removal of such
Deleted Loan and the  substitution of the Eligible  Substitute Loan or Loans and
the  Master  Servicer  shall  deliver  the  amended  Home Loan  Schedule  to the
Indenture Trustee. Upon such substitution, the Eligible Substitute Loan or Loans
shall be subject to the terms of this  Agreement and the Servicing  Agreement in
all respects,  the Seller shall be deemed to have made the  representations  and
warranties (other than any statistical  representation or warranty) with respect
to the Eligible  Substitute  Loan set forth in Section  3.1(b) as of the date of
substitution,  and the Seller shall be obligated to repurchase or substitute for
any  Eligible  Substitute  Loan as to which a  Repurchase  Event has occurred as
provided  herein.  In connection  with the  substitution of one or more Eligible
Substitute  Loans  for one or more  Deleted  Loans,  the  Master  Servicer  will
determine the amount (such amount, a "Substitution  Adjustment Amount"), if any,
by which the aggregate  principal balance of all such Eligible  Substitute Loans
as of the date of substitution is less than the aggregate  principal  balance of
all such  Deleted  Loans  (after  application  of the  principal  portion of the
Monthly Payments due in the month of substitution  that are to be distributed to
the Custodial  Account in the month of  substitution).  The Seller shall deposit
the  amount  of  such  shortfall  into  the  Custodial  Account  on  the  day of
substitution, without any reimbursement therefor.

               Upon receipt by the Indenture  Trustee on behalf of the Trust and
the Custodian of written  notification,  signed by a Servicing  Officer,  of the
deposit  of  such  Repurchase  Price  or of  such  substitution  of an  Eligible
Substitute Loan (together with the complete  related  Mortgage File) and deposit
of  any  applicable  Substitution  Adjustment  Amount  as  provided  above,  the
Custodian,  on behalf of the  Indenture  Trustee shall release to the Seller the
related Mortgage File for the Home Loan being repurchased or substituted for and
the  Indenture  Trustee on behalf of the Trust shall  execute  and deliver  such
instruments of transfer or assignment prepared by the Master Servicer, in


                                       11

<PAGE>



each case without  recourse,  as shall be necessary to vest in the Seller or its
designee such Home Loan released  pursuant  hereto and thereafter such Home Loan
shall not be an asset of the Trust.

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

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

                                   ARTICLE IV

                               SELLER'S COVENANTS

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

                                    ARTICLE V

                                    SERVICING

               Section 5.1  Servicing.  The Seller  will  service the Home Loans
pursuant to the terms and conditions of the Servicing Agreement and will service
the Home  Loans  directly  or through  one or more  subservicers  in  accordance
therewith.



                                       12

<PAGE>



                                   ARTICLE VI

                      LIMITATION ON LIABILITY OF THE SELLER

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

                                   ARTICLE VII

                                   TERMINATION

               Section  7.1   Termination.   The  respective   obligations   and
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the  Seller's  indemnity  obligations  as provided  herein,  upon the
termination of the Owner Trust pursuant to the terms of the Trust Agreement.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

               Section 8.1 Amendment. This Agreement may be amended from time to
time by the Seller and the Purchaser by written  agreement  signed by the Seller
and the Purchaser,  with the consent of the Credit Enhancer (which consent shall
not be unreasonably withheld).

               Section 8.2 GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY
AND  CONSTRUED  IN  ACCORDANCE  WITH THE  LAWS OF THE  STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

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



                                       13

<PAGE>



               (i) if to the Seller:
                      Residential Funding Corporation
                      8400 Normandale Lake Boulevard
                      Suite 250
                      Minneapolis, Minnesota 55437
                      Attention: Managing Director, Structured Finance

or, such other address as may hereafter be furnished to the Purchaser in writing
by the Seller.

               (ii) if to the Purchaser:
                      Residential Funding Mortgage Securities II, Inc.
                      8400 Normandale Lake Boulevard
                      Suite 250
                      Minneapolis, Minnesota 55437
                      Attention: Managing Director, Structured Finance

               (iii)  if to the Custodian: Wells Fargo Bank Minnesota, N.A. 1015
                      10 Avenue S.E. Minneapolis, Minnesota 55414 Attention: MDC
                      -- Account Manager

or such other  address as may hereafter be furnished to the Seller in writing by
the Purchaser.

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

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

               Section 8.6  Counterparts.  This Agreement may be executed in one
or  more   counterparts  and  by  the  different   parties  hereto  on  separate
counterparts, each of which, when so executed, shall be deemed to be an original
and such counterparts, together, shall constitute one and the same agreement.

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



                                       14

<PAGE>



               Section 8.8 Intention of the Parties.  It is the intention of the
parties that the Purchaser is  purchasing,  and the Seller is selling,  the Home
Loans,  rather than a loan by the  Purchaser  to the Seller  secured by the Home
Loans. Accordingly,  the parties hereto each intend to treat the transaction for
federal  income tax  purposes  as a sale by the  Seller,  and a purchase  by the
Purchaser,  of the Home Loans.  The Purchaser  will have the right to review the
Home Loans and the Related  Documents to determine  the  characteristics  of the
Home Loans which will affect the federal income tax  consequences  of owning the
Home Loans and the Seller will cooperate  with all  reasonable  requests made by
the Purchaser in the course of such review.

               Section 8.9 Successors and Assigns; Assignment of This Agreement.
This Agreement  shall bind and inure to the benefit of and be enforceable by the
Seller,  Purchaser and their respective  successors and assigns. The obligations
of the Seller  under this  Agreement  cannot be assigned or delegated to a third
party  without  the  consent of the Credit  Enhancer  and the  Purchaser,  which
consent shall be at the Credit  Enhancer's and the Purchaser's  sole discretion,
except that the Purchaser and the Credit Enhancer acknowledge and agree that the
Seller may assign its obligations  hereunder to any Affiliate of the Seller,  to
any Person  succeeding  to the business of the Seller,  to any Person into which
the Seller is merged and to any Person resulting from any merger,  conversion or
consolidation  to which the Seller is a party.  The parties  hereto  acknowledge
that the Purchaser is acquiring  the Home Loans for the purpose of  contributing
them to the  Issuer.  Pursuant to the terms of the Trust  Agreement,  the Issuer
will  issue  and  transfer  to  or  at  the  direction  of  the  Purchaser,  the
Certificates  and pursuant to the terms of the Indenture,  the Issuer will issue
and transfer to or at the direction of the  Purchaser,  the Notes secured by the
Home Loans.  As an inducement  to the Purchaser to purchase the Home Loans,  the
Seller  acknowledges  and consents to (i) the assignment by the Purchaser to the
Issuer of all of the  Purchaser's  rights  against  the Seller  pursuant to this
Agreement  insofar as such rights relate to Home Loans transferred to the Issuer
and to the  enforcement  or exercise  of any right or remedy  against the Seller
pursuant to this  Agreement by the Issuer,  (ii) the  enforcement or exercise of
any right or remedy  against  the Seller  pursuant  to this  Agreement  by or on
behalf of the  Issuer  and (iii) the  Issuer's  pledge of its  interest  in this
Agreement to the Indenture  Trustee and the enforcement by the Indenture Trustee
of any such right or remedy  against  the Seller  following  an Event of Default
under the Indenture.  Such enforcement of a right or remedy by the Issuer or the
Indenture Trustee, as applicable, shall have the same force and effect as if the
right or remedy had been enforced or exercised by the Purchaser directly.

               Section 8.10 Survival.  The  representations  and warranties made
herein by the Seller and the  provisions  of Article VI hereof shall survive the
purchase of the Home Loans hereunder.


                                       15

<PAGE>



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

                          RESIDENTIAL FUNDING MORTGAGE
                                    SECURITIES II, INC.
                                  as Purchaser


                                    By:     /s/ Julie Steinhagen
                                            ----------------------------------
                                            Name:   Julie Steinhagen
                                            Title:  Director


                         RESIDENTIAL FUNDING CORPORATION
                                    as Seller


                                    By:     /s/ Randy Van Zee
                                            ----------------------------------
                                            Name:  Randy Van Zee
                                 Title: Director




<PAGE>



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

                          RESIDENTIAL FUNDING MORTGAGE
                                    SECURITIES II, INC.
                                  as Purchaser


                                    By:
                                            ----------------------------------
                                    Name:   Mark White
                                    Title: Vice President


                         RESIDENTIAL FUNDING CORPORATION
                                    as Seller


                                    By:
                                            ----------------------------------
                                    Name:   Michael Mead
                                    Title:  Associate




<PAGE>



                                   Exhibit A-1

                               HOME LOAN SCHEDULE
                                  GROUP I LOANS

                             (Provided Upon Request)



<PAGE>


                                   Exhibit A-2

                               HOME LOAN SCHEDULE
                                 GROUP II LOANS

                             (Provided Upon Request)





<PAGE>