MORTGAGE LOAN PURCHASE AGREEMENT

        This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of
September  29,  2003  between  GMAC   Mortgage   Corporation,   a   Pennsylvania
corporation,  having an office at 100 Witmer Road, Horsham,  Pennsylvania 19044,
as seller ("GMACM" or the "Seller"),  and Residential  Asset Mortgage  Products,
Inc.,  a  Delaware  corporation,  having  an  office  at  8400  Normandale  Lake
Boulevard, Minneapolis, Minnesota 55437 (the "Purchaser").

        WHEREAS, the Seller, in the ordinary course of its business acquires and
originates  mortgage  loans and acquired or originated all of the mortgage loans
listed  on the  Mortgage  Loan  Schedule  attached  as  Schedule  I hereto  (the
"Mortgage Loans");

     WHEREAS,  the  Seller  owns the  Cut-off  Date  Principal  Balances  of the
Mortgage Loans;

        WHEREAS, the parties hereto desire that the Seller sell the Cut-Off Date
Principal  Balances of the Mortgage  Loans to the  Purchaser on the Closing Date
pursuant to the terms of this Agreement; and

        WHEREAS,  the parties hereto desire that the Seller  continue  servicing
the Mortgage Loans;


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<PAGE>


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

        The following terms are defined as follows:
<TABLE>

<S>                                             <C>
        Aggregate Principal Balance
        (as of the Cut-off Date):              $230,348,814.26  (after  deduction  of scheduled
                                               principal  payments due on or before the Cut-off
                                               Date,  whether  or not  collected,  but  without
                                               deduction  of  prepayments  that may  have  been
                                               made but not  reported  to the  Seller as of the
                                               close of business on such date).
        Closing Date:
                                               September 29, 2003, or such other
                                               date as may be agreed upon by the
                                               parties hereto.
        Cut-off Date:
                                               September 1, 2003.
        Mortgage Loan:
                                               A fixed  rate,  fully-amortizing,
                                               first      lien,      residential
                                               conventional mortgage loan having
                                               a term of not more  than 15 years
                                               and    secured    by    Mortgaged
                                               Property.
        Mortgaged Property:
                                               A single  parcel of real property
                                               on which is  located  a  detached
                                               single-family     residence,    a
                                               two-to-four  family  dwelling,  a
                                               townhouse,      an     individual
                                               condominium     unit,    or    an
                                               individual unit in a planned unit
                                               development,   or  a  proprietary
                                               lease    in   a    unit    in   a
                                               cooperatively-owned     apartment
                                               building and stock in the related
                                               cooperative corporation.
        Pooling and Servicing Agreement:
                                               The   pooling    and    servicing
                                               agreement,  dated as of September
                                               29, 2003, among Residential Asset
                                               Mortgage   Products,   Inc.,   as
                                               company,       GMAC      Mortgage
                                               Corporation, as servicer and Bank
                                               One,  National  Association,   as
                                               trustee (the "Trustee"),  related
                                               to     the     Series     2003-J5
                                               Certificates.
        Repurchase Event:
                                               With respect to any Mortgage Loan
                                               as to which the  Seller  delivers
                                               an affidavit  certifying that the
                                               original  Mortgage  Note has been
                                               lost or  destroyed,  a subsequent
                                               default on such  Mortgage Loan if
                                               the enforcement thereof or of the
                                               related  Mortgage  is  materially
                                               and  adversely  affected  by  the
                                               absence of such original Mortgage
                                               Note.
</TABLE>

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<PAGE>

        All  capitalized  terms  used  but not  defined  herein  shall  have the
meanings  assigned thereto in the Pooling and Servicing  Agreement.  The parties
intend  hereby to set forth the terms and  conditions  upon  which the  proposed
transactions  will be effected  and, in  consideration  of the  premises and the
mutual agreements set forth herein, agree as follows:

SECTION 1. Agreement to Sell and Purchase  Mortgage Loans.  The Seller agrees to
sell to the Purchaser  and the Purchaser  agrees to purchase from the Seller the
Mortgage  Loans having an aggregate  principal  balance  equal to the  Aggregate
Principal Balance of the Mortgage Loans.

SECTION 2.  Mortgage Loan  Schedule.  The Seller has provided to the Purchaser a
schedule  setting forth all of the Mortgage Loans to be purchased on the Closing
Date  under this  Agreement,  attached  hereto as  Schedule  I  ("Mortgage  Loan
Schedule").

SECTION 3. Purchase  Price of Mortgage  Loans.  The purchase price to be paid to
the  Seller by the  Purchaser  for the  Mortgage  Loans  shall be the sum of (i)
$226,371,312.05,  (ii) the Class IO  Certificates  and (iii) a 0.02%  Percentage
Interest  in each of the Class R-I  Certificates  and  Class  R-II  Certificates
issued pursuant to the Pooling and Servicing Agreement.  The cash portion of the
purchase  price due to the Seller shall be paid by wire transfer of  immediately
available funds on the Closing Date to the account specified by the Seller.

        The Purchaser and Seller intend that the conveyance by the Seller to the
Purchaser of the Seller's right, title and interest in and to the Mortgage Loans
pursuant to this Agreement shall be, and be construed as, a sale of the Mortgage
Loans by the Seller to the  Purchaser.  It is,  further,  not intended that such
conveyance be deemed to be a grant of a security  interest in the Mortgage Loans
by the  Seller  to the  Purchaser  to secure a debt or other  obligation  of the
Seller. However, in the event that the Mortgage Loans are held to be property of
the Seller,  or if for any reason this  Agreement  is held or deemed to create a
security  interest in the Mortgage  Loans,  then it is intended  that,  (a) this
Agreement  shall be and hereby is a  security  agreement  within the  meaning of
Articles 9 of the  Pennsylvania  Uniform  Commercial  Code, the Delaware Uniform
Commercial  Code  and  the  Uniform  Commercial  Code  of any  other  applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed to
be, and hereby is, a grant by the Seller to the Purchaser of a security interest
in the  Seller's  right,  title and  interest,  whether  now owned or  hereafter
acquired,  in and to the following:  (A) the Mortgage  Loans  including (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary  Lease,  Cooperative  Stock  Certificate,  Cooperative
Lease,  (ii) with respect to each Mortgage  Loan other than a Cooperative  Loan,
the related Mortgage Note and Mortgage and (iii) any insurance  policies and all
other documents in the related  Mortgage File, (B) all amounts payable  pursuant
to the Mortgage Loans in accordance with the terms thereof,  (C) all proceeds of
the  conversion,   voluntary  or  involuntary,   of  the  foregoing  into  cash,
instruments,   securities  or  other   property,   (D)  all  accounts,   general
intangibles,  chattel paper,  instruments,  documents,  money, deposit accounts,
goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals,
and  investment  property  consisting of, arising from or relating to any of the
foregoing  and (E) all  proceeds of the  foregoing;  (c) the  possession  by the
Trustee, the Custodian or any other agent of the Trustee of any of the foregoing
shall be deemed to be  possession  by the  secured  party,  or  possession  by a


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<PAGE>

purchaser  or a person  holding  for the  benefit  of such  secured  party,  for
purposes of  perfecting  the  security  interest  pursuant  to the  Pennsylvania
Uniform  Commercial Code, the Delaware  Uniform  Commercial Code and the Uniform
Commercial  Code  of  any  other  applicable  jurisdiction  (including,  without
limitation,  Sections 9-313 and 9-314 of each thereof); and (d) notifications to
persons holding such property,  and  acknowledgments,  receipts or confirmations
from  persons  holding  such  property,  shall be  deemed  notifications  to, or
acknowledgments,  receipts or  confirmations  from,  securities  intermediaries,
bailees or agents of, or persons  holding for, the Trustee (as  applicable)  for
the purpose of  perfecting  such security  interest  under  applicable  law. The
Seller shall, to the extent consistent with this Agreement, take such reasonable
actions as may be necessary to ensure that, if this Agreement were determined to
create  a  security  interest  in the  Mortgage  Loans  and the  other  property
described  above,  such security  interest would be determined to be a perfected
security  interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement.  Without  limiting the generality
of the foregoing, the Seller shall prepare and deliver to the Purchaser not less
than 15 days prior to any filing date,  and the  Purchaser  shall file, or shall
cause to be filed,  at the  expense of the  Seller,  all  filings  necessary  to
maintain the  effectiveness of any original filings  necessary under the Uniform
Commercial  Code as in effect in any  jurisdiction  to perfect  the  Purchaser's
security  interest in the  Mortgage  Loans,  including  without  limitation  (x)
continuation  statements,  and (y) such other statements as may be occasioned by
(1) any change of name of the Seller or the Purchaser, (2) any change of type or
jurisdiction of organization of the Seller,  or (3) any transfer of any interest
of the Seller in any Mortgage Loan.

        Notwithstanding  the  foregoing,  (i) GMACM in its  capacity as Servicer
shall  retain all  servicing  rights  (including,  without  limitation,  primary
servicing  and master  servicing)  relating  to or arising  out of the  Mortgage
Loans,  and all rights to receive  servicing  fees,  servicing  income and other
payments made as compensation for such servicing granted to it under the Pooling
and Servicing  Agreement  pursuant to the terms and conditions set forth therein
(collectively,  the  "Servicing  Rights") and (ii) the Servicing  Rights are not
included  in the  collateral  in which the  Seller  grants a  security  interest
pursuant to the immediately preceding paragraph.

SECTION 4. Record Title and  Possession  of Mortgage  Files.  The Seller  hereby
sells,  transfers,  assigns,  sets over and  conveys to the  Purchaser,  without
recourse,  but  subject to the terms of this  Agreement  and the  Seller  hereby
acknowledges that the Purchaser,  subject to the terms of this Agreement,  shall
have all the  right,  title and  interest  of the  Seller in and to the  related
Mortgage Loans. From the Closing Date, but as of the Cut-off Date, the ownership
of each Mortgage Loan,  including the Mortgage Note, the Mortgage,  the contents
of the related Mortgage File and all rights, benefits,  proceeds and obligations
arising therefrom or in connection therewith,  has been vested in the Purchaser.
All rights arising out of the Mortgage Loans including,  but not limited to, all
funds  received on or in connection  with the Mortgage  Loans and all records or
documents  with respect to the Mortgage Loans prepared by or which come into the
possession  of the Seller  shall be received and held by the Seller in trust for
the exclusive  benefit of the Purchaser as the owner of the Mortgage  Loans.  On
and after the  Closing  Date,  any  portion  of the  related  Mortgage  Files or
servicing  files related to the Mortgage  Loans (the  "Servicing  Files") in the
Seller's  possession shall be held by GMACM in a custodial capacity only for the
benefit of the Purchaser. GMACM shall release its custody of any contents of the
related  Mortgage  Files or  Servicing  Files only in  accordance  with  written
instructions of the Purchaser or the Purchaser's designee.

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<PAGE>

SECTION 5. Books and Records.  The sale of each Mortgage Loan has been reflected
on the Seller's balance sheet and other financial statements as a sale of assets
by the  Seller.  The Seller  shall be  responsible  for  maintaining,  and shall
maintain, a complete set of books and records for the Mortgage Loans which shall
be appropriately  identified in the Seller's  computer system to clearly reflect
the ownership of the Mortgage Loans by the Purchaser.

SECTION 6.     Delivery of Mortgage Notes.

(a) On or prior to the Closing Date, in  connection  with the  conveyance by the
Seller of the Mortgage  Loans,  the Seller shall deliver to the Purchaser or the
Custodian,  as directed by the  Purchaser,  the  original  Mortgage  Note,  with
respect to each Mortgage Loan so assigned,  endorsed  without recourse in blank,
or in the name of the Trustee as trustee,  and signed by an  authorized  officer
(which  endorsement  shall contain  either an original  signature or a facsimile
signature  of an  authorized  officer  of the  Seller,  and if in the form of an
allonge,  the  allonge  shall  be  stapled  to  the  Mortgage  Note),  with  all
intervening  endorsements  showing a complete chain of title from the originator
to the Seller.  If the  Mortgage  Loan was acquired by the endorser in a merger,
the  endorsement  must be by  "____________,  successor  by  merger  to [name of
predecessor]".  If the Mortgage  Loan was acquired or originated by the endorser
while  doing  business  under  another  name,   the   endorsement   must  be  by
"____________  formerly known as [previous name]." The delivery of each Mortgage
Note to the Purchaser or the Custodian is at the expense of the Seller.

               In lieu of delivering  the Mortgage Note relating to any Mortgage
Loan, the Seller may deliver or cause to be delivered a lost note affidavit from
the Seller  stating  that the  original  Mortgage  Note was lost,  misplaced  or
destroyed,  and, if available,  a copy of each original Mortgage Note; provided,
however,  that in the case of  Mortgage  Loans  which have been  prepaid in full
after the Cut-off  Date and prior to the Closing  Date,  the Seller,  in lieu of
delivering the above documents,  may deliver to the Purchaser a certification to
such effect and shall  deposit all amounts paid in respect of such Mortgage Loan
in the Payment Account on the Closing Date.

(b) If any Mortgage  Note is not delivered to the Purchaser (or the Custodian as
directed by the Purchaser) or the Purchaser discovers any defect with respect to
a Mortgage  Note which  materially  and  adversely  affects the interests of the
Certificateholders in the related Mortgage Loan, the Purchaser shall give prompt
written  specification of such defect or omission to the Seller,  and the Seller
shall cure such defect or omission in all material  respects or repurchase  such
Mortgage Loan or substitute a Qualified  Substitute  Mortgage Loan in the manner
set forth in Section 7.03. It is  understood  and agreed that the  obligation of
the Seller to cure a material  defect in, or  substitute  for, or  purchase  any
Mortgage Loan as to which a material  defect in, or omission of, a Mortgage Note
exists,  shall  constitute the sole remedy  respecting  such material  defect or
omission available to the Purchaser, Certificateholders or the Trustee on behalf
of Certificateholders.

(c) All  other  documents  contained  in the  Mortgage  File  and  any  original
documents  relating to the Mortgage  Loans not contained in the Mortgage File or
delivered to the  Purchaser,  are and shall be retained by the Servicer in trust
as agent for the Purchaser.

               In the event that in connection  with any Mortgage  Loan: (a) the
original recorded Mortgage (or evidence of submission to the recording  office),
(b) all interim recorded  assignments,  (c) the original  recorded  modification


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<PAGE>

agreement,  if required,  or (d) evidence of title insurance  (together with all
riders  thereto,  if any) satisfying the  requirements of clause (I)(ii),  (iv),
(vi) or (vii) of the  definition of Mortgage File,  respectively,  is not in the
possession of the Servicer  concurrently  with the execution and delivery hereof
because such document or documents  have not been  returned from the  applicable
public  recording  office,  or, in the case of each such interim  assignment  or
modification  agreement,  because the related  Mortgage has not been returned by
the appropriate recording office, in the case of clause (I)(ii), (iv) or (vi) of
the definition of Mortgage File, or because the evidence of title  insurance has
not been  delivered  to the  Seller by the title  insurer  in the case of clause
(I)(vii) of the  definition of Mortgage  File,  the Servicer  shall use its best
efforts  to  obtain,  (A) in the  case of  clause  (I)(ii),  (iv) or (vi) of the
definition of Mortgage File, such original Mortgage, such interim assignment, or
such modification  agreement,  with evidence of recording indicated thereon upon
receipt thereof from the public recording office, or a copy thereof,  certified,
if appropriate,  by the relevant  recording office, or (B) in the case of clause
(I)(vii) of the definition of Mortgage File, evidence of title insurance.

(d) If any of the  documents  held by the Servicer  pursuant to clause (c) above
are  missing or  defective  in any other  respect and such  missing  document or
defect materially and adversely affects the interests of the  Certificateholders
in the related  Mortgage Loan, the Seller shall cure or repurchase such Mortgage
Loan or substitute a Qualified  Substitute Mortgage Loan in the manner set forth
in Section 7.03. It is understood  and agreed that the  obligation of the Seller
to cure a material  defect in, or substitute  for, or purchase any Mortgage Loan
as to which a material defect in or omission of a constituent  document  exists,
shall  constitute the sole remedy  respecting  such material  defect or omission
available  to the  Purchaser,  Certificateholders  or the  Trustee  on behalf of
Certificateholders.

(e) If any assignment is lost or returned  unrecorded to the Servicer because of
any defect  therein,  the Seller shall  prepare a substitute  assignment or cure
such defect, as the case may be, and the Servicer shall cause such assignment to
be recorded in accordance with this Section.

SECTION 7.     Representations and Warranties.

SECTION 7.01  Representations  and Warranties of Seller.  The Seller represents,
warrants  and  covenants to the  Purchaser  that as of the Closing Date or as of
such date specifically provided herein:

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

(b) 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;  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


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<PAGE>

other  similar laws now or  hereafter in effect  affecting  the  enforcement  of
creditors' rights in general and except as such enforceability may be limited by
general  principles of equity  (whether  considered in a proceeding at law or in
equity) or by public  policy with respect to  indemnification  under  applicable
securities laws;

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

(d) No litigation  before any court,  tribunal or governmental body is currently
pending,  nor to the knowledge of the Seller is  threatened  against the Seller,
nor is there any such litigation  currently pending, nor to the knowledge of the
Seller threatened  against the Seller with respect to this Agreement that in the
opinion of the Seller has a  reasonable  likelihood  of  resulting in a material
adverse effect on the transactions contemplated by this Agreement;

(e) No consent,  approval,  authorization  or order of any court or governmental
agency or body is required for the  execution,  delivery and  performance by the
Seller of or  compliance  by the  Seller  with this  Agreement,  the sale of the
Mortgage Loans or the  consummation  of the  transactions  contemplated  by this
Agreement except for consents,  approvals,  authorizations and orders which have
been obtained;

(f) The  consummation of the  transactions  contemplated by this Agreement is in
the ordinary course of business of the Seller, and the transfer,  assignment and
conveyance  of the  Mortgage  Notes and the  Mortgages  relating to the Mortgage
Loans by the Seller  pursuant to this Agreement are not subject to bulk transfer
or any similar statutory provisions in effect in any applicable jurisdiction;

(g) The Seller did not select such Mortgage Loans in a manner that it reasonably
believed  was adverse to the  interests  of the  Purchaser  based on the related
Seller's portfolio of conventional non-conforming Mortgage Loans;

(h) The Seller will treat the sale of the Mortgage  Loans to the  Purchaser as a
sale for reporting and accounting purposes and, to the extent  appropriate,  for
federal income tax purposes;

(i) The Seller is an approved  seller/servicer of residential mortgage loans for
Fannie Mae and Freddie  Mac.  The Seller is in good  standing  to sell  mortgage
loans to and service  mortgage loans for Fannie Mae and Freddie Mac and no event
has  occurred  which  would make the Seller  unable to comply  with  eligibility
requirements or which would require notification to either Fannie Mae or Freddie
Mac; and

(j) No written statement,  report or other document furnished or to be furnished
pursuant to the Agreement contains or will contain any statement that is or will
be inaccurate or misleading in any material respect.

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<PAGE>

SECTION 7.02 Representations and Warranties as to Individual Mortgage Loans. The
Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan
(except as otherwise specified below), as of the Closing Date, as follows:

(a) The  information  set forth in the Mortgage Loan Schedule is true,  complete
and correct in all material respects as of the Cut-off Date;

(b) The original mortgage,  deed of trust or other evidence of indebtedness (the
"Mortgage")  creates  a first  lien on an estate  in fee  simple or a  leasehold
interest in real property  securing the related Mortgage Note, free and clear of
all adverse claims,  liens and encumbrances  having priority over the first lien
of the  Mortgage  subject  only to (1) the lien of  non-delinquent  current real
property  taxes  and  assessments  not  yet  due  and  payable,  (2)  covenants,
conditions  and  restrictions,  rights of way,  easements  and other  matters of
public  record as of the date of  recording  which are  acceptable  to  mortgage
lending institutions  generally,  and (3) other matters to which like properties
are commonly subject which do not materially  interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property;

(c) The Mortgage  Loan has not been  delinquent  thirty (30) days or more at any
time during the twelve  (12) month  period  prior to the  Cut-off  Date for such
Mortgage  Loan. As of the Closing Date,  the Mortgage Loan is not  delinquent in
payment  more than 30 days and has not been  dishonored;  there are no  defaults
under the terms of the Mortgage Loan; and the Seller has not advanced  funds, or
induced, solicited or knowingly received any advance of funds from a party other
than the owner of the Mortgaged  Property  subject to the Mortgage,  directly or
indirectly, for the payment of any amount required by the related Mortgage Loan;

(d) There are no  delinquent  taxes  which are due and  payable,  ground  rents,
assessments  or  other  outstanding  charges  affecting  the  related  Mortgaged
Property;

(e) The Mortgage Note and the Mortgage have not been impaired,  waived,  altered
or  modified  in any  respect,  except by  written  instruments  which have been
recorded to the extent any such  recordation is required by applicable law or is
necessary  to  protect  the  interests  of the  Purchaser,  and which  have been
approved by the title insurer and the primary mortgage  insurer,  as applicable,
and copies of which written  instruments  are included in the Mortgage  File. No
other instrument of waiver, alteration or modification has been executed, and no
Mortgagor  has been  released  by the  Seller  or,  to the best of the  Seller's
knowledge,  by any other  person,  in whole or in part,  from the terms  thereof
except in connection with an assumption agreement, which assumption agreement is
part of the Mortgage  File and the terms of which are  reflected on the Mortgage
Loan Schedule;

(f) The  Mortgage  Note  and  the  Mortgage  are not  subject  to any  right  of
rescission,  set-off,  counterclaim or defense,  including the defense of usury,
nor  will  the  operation  of any of the  terms  of the  Mortgage  Note  and the
Mortgage,  or the exercise of any right thereunder,  render the Mortgage Note or
Mortgage  unenforceable,  in  whole  or in  part,  or  subject  to any  right of
rescission,  set-off,  counterclaim or defense,  including the defense of usury,
and no such right of  rescission,  set-off,  counterclaim  or  defense  has been
asserted with respect thereto;

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<PAGE>

(g) All  buildings  upon the  Mortgaged  Property  are  insured  by a  generally
acceptable  insurer  pursuant  to standard  hazard  policies  conforming  to the
requirements  of Fannie Mae and Freddie Mac. All such standard  hazard  policies
are in effect and on the date of  origination  contained  a  standard  mortgagee
clause  naming the Seller and its  successors in interest as loss payee and such
clause is still in  effect.  If the  Mortgaged  Property  is  located in an area
identified by the Federal  Emergency  Management  Agency as having special flood
hazards  under the Flood  Disaster  Protection  Act of 1973,  as  amended,  such
Mortgaged  Property  is covered by flood  insurance  by a  generally  acceptable
insurer in an amount not less than the  requirements  of Fannie Mae and  Freddie
Mac.  The  Mortgage  obligates  the  Mortgagor  thereunder  to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to
do so,  authorizes  the holder of the Mortgage to maintain such insurance at the
Mortgagor's  cost  and  expense  and to seek  reimbursement  therefor  from  the
Mortgagor;

(h)  Each  Mortgage  Loan as of the  time  of its  origination  complied  in all
material respects with all applicable local, state and federal laws,  including,
but not limited to, all applicable predatory lending laws;

(i) The Mortgage has not been satisfied,  canceled or subordinated,  in whole or
in part, or rescinded, and the Mortgaged Property has not been released from the
lien of the Mortgage,  in whole or in part nor has any instrument  been executed
that would effect any such satisfaction, release, cancellation, subordination or
rescission;

(j) The Mortgage Note and the related Mortgage are original and genuine and each
is the legal, valid and binding obligation of the maker thereof,  enforceable in
all respects in accordance with its terms subject to bankruptcy,  insolvency and
other laws of general application affecting the rights of creditors. All parties
to the Mortgage  Note and the Mortgage had the legal  capacity to enter into the
Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The
Mortgage  Note and the  Mortgage  have been duly and  properly  executed by such
parties.  The proceeds of the Mortgage Note have been fully  disbursed and there
is no requirement for future advances thereunder;

(k) With respect to each Mortgage  Loan, (A)  immediately  prior to the transfer
and  assignment  to the  Purchaser,  the Mortgage Note and the Mortgage were not
subject to an assignment or pledge, except for any assignment or pledge that had
been  satisfied  and  released,  (B) the  Seller had good and  marketable  title
thereto  and was the sole  owner  thereof,  and (C) the Seller had full right to
transfer  and sell the  Mortgage  Loan to the  Purchaser  free and  clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest;

(l) The Mortgage Loan is covered by an ALTA lender's title  insurance  policy or
other  generally  acceptable  form of policy of  insurance,  with all  necessary
endorsements,  issued  by a  title  insurer  qualified  to do  business  in  the
jurisdiction where the Mortgaged  Property is located,  insuring (subject to the
exceptions  contained  in clause (b) (1),  (2) and (3) above)  the  Seller,  its
successors  and assigns,  as to the first  priority  lien of the Mortgage in the
original  principal  amount of the Mortgage Loan.  Such title  insurance  policy
affirmatively  insures ingress and egress and against  encroachments  by or upon
the Mortgaged  Property or any interest therein.  The Seller is the sole insured
of such lender's title insurance  policy,  such title insurance  policy has been
duly and validly endorsed to the Purchaser or the assignment to the Purchaser of
the Seller  interest  therein does not require the consent of or notification to
the insurer and such lender's title insurance policy is in full force and effect


                                       9
<PAGE>

and will be in full force and effect upon the  consummation of the  transactions
contemplated  by this  Agreement.  No claims have been made under such  lender's
title insurance policy, and no prior holder of the related Mortgage has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;

(m) To the Seller's knowledge,  there is no default,  breach, violation or event
of acceleration  existing under the Mortgage or the related Mortgage Note and no
event which,  with the passage of time or with notice and the  expiration of any
grace or cure period,  would  constitute a default,  breach,  violation or event
permitting  acceleration;  and  neither the Seller nor any prior  mortgagee  has
waived any default, breach, violation or event permitting acceleration;

(n) To the  Seller's  knowledge,  there are no  mechanics,  or similar  liens or
claims which have been filed for work,  labor or material  affecting the related
Mortgaged  Property  which are or may be liens  prior to or equal to the lien of
the related Mortgage;

(o) To the Seller's knowledge, all improvements lie wholly within the boundaries
and building  restriction lines of the Mortgaged Property (and wholly within the
project with respect to a  condominium  unit) and no  improvements  on adjoining
properties  encroach upon the Mortgaged  Property except those which are insured
against by the title  insurance  policy  referred to in clause (l) above and all
improvements on the property  comply with all applicable  zoning and subdivision
laws and ordinances;

(p) The Mortgage Loan is a "qualified mortgage" under Section 860(G)(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-2(a)(1);

(q)  The  Mortgage  Loan  was  originated  by  the  Seller  or  by  an  eligible
correspondent of the Seller. The Mortgage Loan complies in all material respects
with all the terms,  conditions and  requirements  of the Seller's  underwriting
standards  in effect  at the time of  origination  of such  Mortgage  Loan.  The
Mortgage Notes and Mortgages are on uniform Fannie  Mae/Freddie  Mac instruments
or are on forms acceptable to Fannie Mae or Freddie Mac;

(r) The Mortgage  Loan  contains  the usual and  enforceable  provisions  of the
originator at the time of origination for the acceleration of the payment of the
unpaid  principal amount if the related  Mortgaged  Property is sold without the
prior  consent of the  mortgagee  thereunder.  The Mortgage Loan has an original
term to maturity of not more than 15 years,  with interest payable in arrears on
the first day of each month.  Except as otherwise set forth on the Mortgage Loan
Schedule,  the Mortgage Loan does not contain  terms or  provisions  which would
result in negative  amortization  nor contain  "graduated  payment"  features or
"buydown" features;

(s) To the Seller's  knowledge,  the Mortgaged  Property at  origination  of the
Mortgage Loan was and  currently is free of damage and waste and at  origination
of the Mortgage Loan there was, and there  currently  is, no proceeding  pending
for the total or partial condemnation thereof;

(t) The related Mortgage contains  enforceable  provisions such as to render the
rights and remedies of the holder thereof  adequate for the realization  against
the  Mortgaged  Property  of the  benefits  of the  security  provided  thereby,
including,  (1) in the case of a  Mortgage  designated  as a deed of  trust,  by


                                       10
<PAGE>

trustee's  sale,  and (2)  otherwise  by judicial  foreclosure.  To the Seller's
knowledge,  there is no homestead or other exemption  available to the Mortgagor
which  would  interfere  with  the  right to sell the  Mortgaged  Property  at a
trustee's sale or the right to foreclose the Mortgage;

(u) If the Mortgage  constitutes a deed of trust,  a trustee,  duly qualified if
required under  applicable law to act as such, has been properly  designated and
currently so serves and is named in the Mortgage, and no fees or expenses are or
will become  payable by the  Purchaser  to the trustee  under the deed of trust,
except in connection with a trustees sale or attempted sale after default by the
Mortgagor;

(v) If required by the applicable  processing  style, the Mortgage File contains
an  appraisal  of the related  Mortgaged  Property  made and signed prior to the
final  approval  of the  mortgage  loan  application  by an  appraiser  that  is
acceptable  to  Fannie  Mae or  Freddie  Mac and  approved  by the  Seller.  The
appraisal,  if applicable,  is in a form  generally  acceptable to Fannie Mae or
Freddie Mac;

(w) To the Seller's  knowledge,  each of the Mortgaged  Properties consists of a
single parcel of real property with a detached  single-family  residence erected
thereon,  or  a  two-  to  four-family  dwelling,  a  townhouse,  an  individual
condominium unit in a condominium  project, an individual unit in a planned unit
development or a proprietary lease on a cooperatively  owned apartment and stock
in the related  cooperative  corporation.  Any condominium  unit or planned unit
development   either  conforms  with  applicable   Fannie  Mae  or  Freddie  Mac
requirements  regarding such dwellings or is covered by a waiver confirming that
such condominium unit or planned unit development is acceptable to Fannie Mae or
Freddie  Mac  or is  otherwise  "warrantable"  with  respect  thereto.  No  such
residence is a mobile home or manufactured dwelling;

(x) The ratio of the original outstanding  principal amount of the Mortgage Loan
to the lesser of the appraised  value (or stated value if an appraisal was not a
requirement of the  applicable  processing  style) of the Mortgaged  Property at
origination  or the  purchase  price of the  Mortgaged  Property  securing  each
Mortgage  Loan (the  "Loan-to-Value  Ratio")  is not in excess  of  95.00%.  The
original  Loan-to-Value  Ratio of each  Mortgage  Loan  either was not more than
80.00% or the excess over 80.00% is insured as to payment  defaults by a primary
mortgage  insurance policy issued by a primary  mortgage  insurer  acceptable to
Fannie Mae and Freddie Mac;

(y) The Seller is either,  and each Mortgage Loan was  originated  by, a savings
and loan association,  savings bank,  commercial bank,  credit union,  insurance
company or similar  institution which is supervised and examined by a federal or
State  authority,  or by a mortgagee  approved by the  Secretary  of Housing and
Urban Development pursuant to Section 203 and 211 of the National Housing Act;

(z) The  collection  and servicing  practices with respect to each Mortgage Note
and  Mortgage  have been in all  material  respects  legal,  normal and usual in
GMACM's general mortgage servicing  activities.  With respect to escrow deposits
and payments that GMACM collects, all such payments are in the possession of, or
under the  control of,  GMACM,  and there exist no  deficiencies  in  connection
therewith for which customary  arrangements for repayment  thereof have not been


                                       11
<PAGE>

made.  No escrow  deposits or other  charges or payments  due under the Mortgage
Note have been capitalized under any Mortgage or the related Mortgage Note;

(aa) No fraud or  misrepresentation  of a  material  fact  with  respect  to the
origination of a Mortgage Loan has taken place on the part of the Seller;

(bb) If any of the  Mortgage  Loans are  secured by a leasehold  interest,  with
respect to each leasehold interest: residential property in such area consisting
of leasehold estates is readily marketable; the lease is recorded and is in full
force and effect and is not  subject to any prior lien or  encumbrance  by which
the leasehold  could be terminated or subject to any charge or penalty;  and the
remaining  term of the lease does not  terminate  less than ten years  after the
maturity date of such Mortgage Loan; and

(cc)  The  Mortgage  Loan  is not  subject  to the  Home  Ownership  and  Equity
Protection Act of 1994 ("HOEPA").

(dd) The Mortgage Loan is not a "high-cost  home loan" as defined in the Georgia
Act, Georgia Fair Lending Act, as amended,  the New York Act, 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 Arkansas Home Loan Protection Act, as
amended, or the Kentucky Revised Statutes  ss.360.100,  as amended,  the Florida
Fair Lending Act, as amended,  the Washington,  DC Act, the Home Loan Protection
Act of 2002,  as amended,  or under the  applicable  laws of the State of Maine,
codified as Maine Laws 2003, House Bill 383.

(ee) The Mortgage Loan, if originated  after October 1, 2002 and before March 7,
2003, is not secured by Mortgaged Property in the State of Georgia.

SECTION 7.03  Repurchase.  It is understood and agreed that the  representations
and warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the
Mortgage  Loans to the  Purchaser  and  delivery  of the related  Mortgage  Loan
documents to the  Purchaser or its  designees  and shall inure to the benefit of
the Purchaser,  notwithstanding any restrictive or qualified  endorsement on any
Mortgage  Note or  Assignment  or the  examination  of any Mortgage  File.  Upon
discovery by the Seller or the Purchaser of a breach of the  representations and
warranties made by the Seller,  or upon the occurrence of a Repurchase Event, in
either case which materially and adversely affects interests of the Purchaser or
its  assignee  in any  Mortgage  Loan,  the  party  discovering  such  breach or
occurrence shall give prompt written notice to each of the other parties. If the
substance of any  representation  or warranty has been breached,  the repurchase
obligation  set  forth  in the  provisions  of this  Section  7.03  shall  apply
notwithstanding  any qualification as to the knowledge of the Seller.  Following
discovery  or  receipt  of notice  of any such  breach  of a  representation  or
warranty made by the Seller or the occurrence of a Repurchase Event, the Seller,
shall either (i) cure such breach in all material  respects  within 90 days from
the date  such  Person  was  notified  of such  breach or (ii)  repurchase  such
Mortgage  Loan at the related  Purchase  Price within 90 days from the date such
Person was notified of such  breach;  provided,  however,  that the Seller shall
have the option to substitute a Qualified  Substitute Mortgage Loan or Loans for
such Mortgage Loan if such  substitution  occurs within two years  following the
Closing Date; and provided  further that if the breach or occurrence would cause
the Mortgage Loan to be other than a "qualified  mortgage" as defined in Section
860G(a)(3) of the Code,  any such cure,  repurchase or  substitution  must occur


                                       12
<PAGE>

within 90 days from the earlier of the date the breach was discovered or receipt
of notice of any such breach.  In the event that any such breach  shall  involve
any  representation  or warranty set forth in Section 7.01 or those  relating to
the Mortgage Loans or a portion thereof in the aggregate, and such breach cannot
be cured within  ninety days of the earlier of either  discovery by or notice to
the Seller of such breach,  all Mortgage Loans affected by the breach shall,  at
the option of the Purchaser,  be repurchased by the Seller at the Purchase Price
or  substituted  in  accordance  with this Section 7.03. If the Seller elects to
substitute a Qualified  Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section  7.03,  such Person shall deliver to the Custodian
with respect to such Qualified  Substitute  Mortgage Loan or Loans, the original
Mortgage Note endorsed as required by Section 6, and the Seller shall deliver to
the Servicer  with  respect to such  Qualified  Substitute  Mortgage  Loan,  the
Mortgage,  an Assignment of the Mortgage in recordable form if required pursuant
to Section 6, and such other documents and agreements as are required to be held
by the  Servicer  pursuant  to  Section 6. No  substitution  will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be  retained  by the  Servicer  and
remitted by the Servicer to the Seller on the next succeeding Distribution Date.
For the month of  substitution,  distributions  to the  Certificateholders  will
include the Monthly  Payment due on a Deleted  Mortgage  Loan for such month and
thereafter  the Seller  shall be  entitled  to retain all  amounts  received  in
respect of such Deleted  Mortgage Loan.  Upon such  substitution,  the Qualified
Substitute  Mortgage  Loan or  Loans  shall  be  subject  to the  terms  of this
Agreement  in all  respects,  and the  Seller  shall be  deemed to have made the
representations  and warranties  contained in this Agreement with respect to the
Qualified  Substitute  Mortgage  Loan or Loans and that such  Mortgage  Loans so
substituted  are  Qualified   Substitute  Mortgage  Loans  as  of  the  date  of
substitution.  In  furtherance of the  foregoing,  if the Seller  repurchases or
substitutes  a Mortgage  Loan and is no longer a member of MERS and the Mortgage
is registered on the MERS(R) System, the Purchaser, at the expense of the Seller
and without any right of reimbursement,  shall cause MERS to execute and deliver
an assignment  of the Mortgage in recordable  form to transfer the Mortgage from
MERS to the Seller and shall cause such Mortgage to be removed from registration
on the MERS(R) System in accordance with MERS' rules and regulations.

        In the event of a  repurchase  by the Seller  pursuant  to this  Section
7.03, the Purchaser shall (i) forward or cause to be forwarded the Mortgage File
for the related  Mortgage  Loan to the Seller  which shall  include the Mortgage
Note endorsed  without  recourse to the Seller or its  designee,  (ii) cause the
Servicer  to  release  to the  Seller any  remaining  documents  in the  related
Mortgage File which are held by the  Servicer,  and (iii) forward or cause to be
forwarded an  assignment  in favor of the Seller or its designee of the Mortgage
in recordable  form and  acceptable to the Seller in form and substance and such
other  documents or instruments of transfer or assignment as may be necessary to
vest in the Seller or its  respective  designee  title to any such Mortgage Loan
(or with respect to any Mortgage registered on the MERS(R) System, if the Seller
is still a member of MERS, the Purchaser  shall cause MERS to show the Seller as
the owner of record).  The Purchaser shall cause the related Mortgage File to be
forwarded to the Seller  immediately after receipt of the related Purchase Price
by wire transfer of immediately  available funds to an account  specified by the
Purchaser.

        It is  understood  and agreed that the  obligation of the Seller to cure
such breach or purchase (or to  substitute  for) such  Mortgage Loan as to which
such a breach has occurred and is continuing  shall  constitute  the sole remedy


                                       13
<PAGE>

respecting  such breach  available to the  Purchaser or the Trustee on behalf of
the Certificateholders.

SECTION 8. Notices. All demands,  notices and communications  hereunder shall be
in writing and shall be deemed to have been duly given when  deposited,  postage
prepaid,  in the United States mail, if mailed by registered or certified  mail,
return receipt requested,  or when received,  if delivered by private courier to
another party,  at the related  address shown on the first page hereof,  or such
other address as may hereafter be furnished to the parties by like notice.

SECTION 9. Severability of Provisions.  Any provision of this Agreement which is
prohibited  or  unenforceable  or is held to be  void  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction   as  to  any  Mortgage   Loan  shall  not   invalidate  or  render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

SECTION 10.  Counterparts;  Entire  Agreement.  This  Agreement  may be executed
simultaneously  in any number of counterparts.  Each counterpart shall be deemed
to be an original,  and all such counterparts  shall constitute one and the same
instrument.  This Agreement is the entire agreement between the parties relating
to  the  subject   matter  hereof  and   supersedes   any  prior   agreement  or
communications between the parties.

SECTION 11. Place of Delivery and Governing Law. This Agreement  shall be deemed
in effect when  counterparts  hereof  have been  executed by each of the parties
hereto.  This  Agreement  shall be  deemed to have been made in the State of New
York. This Agreement shall be construed in accordance with the laws of the State
of New York and the  obligations,  rights and remedies of the parties  hereunder
shall be  determined  in  accordance  with the  laws of the  State of New  York,
without giving effect to its conflict of law rules.

SECTION 12.  Successors  and Assigns;  Assignment of Agreement.  This  Agreement
shall bind and inure to the benefit of and be  enforceable by the parties hereto
and their  respective  successors and assigns;  provided that this Agreement may
not be assigned,  pledged or hypothecated by the Seller to a third party without
the prior written consent of the Purchaser.

SECTION 13. Waivers;  Other  Agreements.  No term or provision of this Agreement
may be waived or modified  unless such waiver or  modification is in writing and
signed by the party  against  whom such waiver or  modification  is sought to be
enforced.

SECTION 14. Survival. The provisions of this Agreement shall survive the Closing
Date and the delivery of the Mortgage  Loans,  and for so long  thereafter as is
necessary  (including,  subsequent to the  assignment of the Mortgage  Loans) to
permit  the  parties  to  exercise  their  respective  rights or  perform  their
respective obligations hereunder.


                                       14
<PAGE>

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

                                        GMAC MORTGAGE CORPORATION, as Seller


                                        By:
                                        Name:
                                        Title:

                                        RESIDENTIAL ASSET MORTGAGE PRODUCTS,
                                        INC., as Purchaser


                                        By:
                                        Name:
                                        Title:

                                       15
<PAGE>

                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                                (Attached Hereto)

<PAGE>