EXHIBIT 10.1
                                 EXECUTION COPY



                   RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,

                                  as Purchaser,

                           GMAC MORTGAGE CORPORATION,

                             as Seller and Servicer,

                   WALNUT GROVE HOME EQUITY LOAN TRUST 2000-A,

                                   as Seller,

                     GMACM HOME EQUITY LOAN TRUST 2001-HE1,

                                   as Issuer,

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.,

                              as Indenture Trustee




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

                          HOME LOAN PURCHASE AGREEMENT
                  --------------------------------------------



                           Dated as of March 29, 2001



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        This Home Loan Purchase Agreement (the  "Agreement"),  dated as of March
29, 2001, is made among GMAC Mortgage  Corporation,  as seller  ("GMACM") and as
servicer (in such capacity, the "Servicer"), Walnut Grove Home Equity Loan Trust
2000-A,  as seller ("WG Trust" and,  together  with GMACM,  each a "Seller"  and
collectively,  the "Sellers"),  Residential  Asset Mortgage  Products,  Inc., as
purchaser (the  "Purchaser"),  GMACM Home Equity Loan Trust 2001-HE1,  as issuer
(the "Issuer"), and Wells Fargo Bank Minnesota,  N.A., as indenture trustee (the
"Indenture Trustee").


                                   WITNESSETH:

        WHEREAS,  GMACM,  in the ordinary  course of its  business  acquires and
originates  home equity loans and originated all of the home equity loans listed
on the Home Loan  Schedule  attached  as  Exhibit 1 hereto  (the  "Initial  Home
Loans");

        WHEREAS,  GMACM sold a portion of the Initial  Home Loans (the "WG Trust
Initial Home Loans") and intends to sell a portion of the Subsequent  Home Loans
to be sold by WG  Trust  hereunder,  to  Walnut  Grove  Funding,  Inc.  ("Walnut
Grove"),  pursuant to a Mortgage  Loan  Purchase  Agreement  (the "Walnut  Grove
Purchase Agreement"),  dated as of June 1, 2000, as amended, among Walnut Grove,
as  purchaser,  GMACM,  as seller,  WG Trust,  as Issuer and Bank One,  National
Association, as trustee (each date of sale, a "Prior Transfer Date");

        WHEREAS,  Walnut Grove sold the WG Trust  Initial Home Loans to WG Trust
pursuant to a Trust Agreement,  dated as of June 1, 2000,  between Walnut Grove,
as depositor and Wilmington Trust Company, as owner trustee;

        WHEREAS,  GMACM owns the Cut-Off Date Principal Balances and the Related
Documents  for the  portion of Initial  Home Loans  identified  on the Home Loan
Schedule -A attached as Exhibit  1-A hereto (the "GMACM  Initial  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 GMACM Initial Home Loans;

        WHEREAS,  WG Trust owns the  Cut-Off  Date  Principal  Balances  and the
Related  Documents  for the WG Trust  Initial Home Loans  identified on the Home
Loan  Schedule -B attached  as Exhibit 1-B hereto,  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 WG Trust  Initial
Home Loans;

        WHEREAS, the parties hereto desire that: (i) GMACM sell the Cut-Off Date
Principal  Balances  of the GMACM  Initial  Home Loans to the  Purchaser  on the
Closing Date pursuant to the terms of this  Agreement  together with the Related
Documents,  (ii) WG Trust sell the  Cut-Off  Date  Principal  Balances of the WG
Trust  Initial Home Loans to the  Purchaser on the Closing Date  pursuant to the
terms of this Agreement together with the Related  Documents,  (iii) the Sellers
may sell Subsequent Home Loans to the Issuer on one or more Subsequent  Transfer
Dates pursuant to the terms of the related Subsequent  Transfer  Agreement,  and
(iv) the related Seller and GMACM make certain representations and warranties on
the Closing Date and on each Subsequent Transfer Date;

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        WHEREAS,  pursuant to the Trust  Agreement,  the Purchaser will sell the
Initial Home Loans and  transfer  all of its rights under this  Agreement to the
Issuer on the Closing Date;

     WHEREAS,  pursuant to the terms of the  Servicing  Agreement,  the Servicer
will service the Home Loans;

     WHEREAS,  pursuant  to the terms of the Trust  Agreement,  the Issuer  will
issue the Certificates;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue the
Notes, secured by the Trust Estate;

     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 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 as of
March 29, 2001 (the "Indenture"),  between the Issuer and the Indenture Trustee,
which is  incorporated by reference  herein.  All other  capitalized  terms used
herein shall have the meanings specified herein.

Section 1.2 Other Definitional  Provisions.  All terms defined in this Agreement
shall have the defined  meanings when used in any  certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.

        As used in this Agreement and in any  certificate or other document made
or delivered  pursuant hereto or thereto,  accounting  terms not defined in this
Agreement or in any such  certificate or other  document,  and accounting  terms
partly defined in this Agreement or in any such  certificate or other  document,
to the extent not  defined,  shall have the  respective  meanings  given to them
under  generally  accepted  accounting  principles.   To  the  extent  that  the
definitions of accounting  terms in this Agreement or in any such certificate or
other document are inconsistent  with the meanings of such terms under generally
accepted accounting  principles,  the definitions contained in this Agreement or
in any such certificate or other document shall control.

        The words  "hereof,"  "herein,"  "hereunder" and words of similar import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any  particular  provision  of this  Agreement;  Section and Exhibit  references
contained in this  Agreement  are  references  to Sections and Exhibits in or to
this Agreement  unless  otherwise  specified;  the term  "including"  shall mean
"including  without  limitation";  "or"  shall  include  "and/or";  and the term
"proceeds" shall have the meaning ascribed thereto in the UCC.

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        The  definitions  contained  in this  Agreement  are  applicable  to the
singular as well as the plural forms of such terms and to the  masculine as well
as the feminine and neuter genders of such terms.

        Any agreement, instrument or statute defined or referred to herein or in
any  instrument  or  certificate  delivered in  connection  herewith  means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

                                   ARTICLE II

                    SALE OF HOME LOANS AND RELATED PROVISIONS

Section 2.1    Sale of Initial Home Loans.

(a) GMACM,  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 GMACM Initial Home Loans (including the Cut-Off Date Principal
Balances),  all  interest  accruing  thereon,  all  monies  due or to become due
thereon, and all collections in respect thereof received on or after the Cut-Off
Date (other than interest  thereon in respect of any period prior to the Cut-Off
Date);  (ii) the interest of GMACM in any  insurance  policies in respect of the
GMACM  Initial  Home  Loans;  and  (iii) all  proceeds  of the  foregoing.  Such
conveyance  shall be  deemed  to be  made,  with  respect  to the  Cut-Off  Date
Principal  Balances,  as of the Closing Date, subject to the receipt by GMACM of
consideration therefor as provided herein under clause (a) of Section 2.3.

(b) WG Trust, 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 WG Trust  Initial  Home  Loans  (including  the  Cut-Off  Date
Principal Balances),  all interest accruing thereon, all monies due or to become
due thereon,  and all  collections in respect  thereof  received on or after the
Cut-Off Date (other than interest  thereon in respect of any period prior to the
Cut-Off  Date);  (ii) the  interest  of WG Trust in any  insurance  policies  in
respect  of the WG Trust  Initial  Home  Loans;  and (iii) all  proceeds  of the
foregoing.  Such  conveyance  shall be deemed to be made,  with  respect  to the
Cut-Off Date Principal Balances,  as of the Closing Date, subject to the receipt
by WG Trust of  consideration  therefor as provided  herein  under clause (a) of
Section 2.3.

               In addition,  the Issuer shall deposit with the Indenture Trustee
from  proceeds of the  issuance of the  Securities  on the Closing  Date (i) the
Original  Pre-Funded Amount for deposit in the Pre-Funding  Account and (ii) the
Interest Coverage Amount for deposit in the Capitalized Interest Account.

(c) In connection  with the  conveyance by GMACM of the GMACM Initial Home Loans
and any Subsequent Home Loans,  GMACM further agrees, at its own expense,  on or
prior to the Closing  Date with respect to the  Principal  Balances of the GMACM
Initial Home Loans and on or prior to the related Subsequent Cut-Off Date in the
case of such  Subsequent  Home  Loans sold by it, to  indicate  in its books and
records  that the GMACM  Initial  Home  Loans  have  been sold to the  Purchaser

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pursuant to this  Agreement,  and, in the case of the Subsequent  Home Loans, to
the Issuer pursuant to the related Subsequent Transfer Agreement, and to deliver
to the Purchaser  true and complete lists of all of the Home Loans sold by GMACM
specifying  for each Home Loan (i) its account  number,  (ii) its  Cut-Off  Date
Principal  Balance or Subsequent  Cut-Off Date  Principal  Balance and (iii) the
Loan Group or Loan Groups to which such Home Loans  relate.  Home Loan  Schedule
-A, which forms part of the Home Loan  Schedule,  shall be marked as Exhibit 1-A
to this  Agreement  and is  hereby  incorporated  into  and  made a part of this
Agreement.

(d) In connection  with the  conveyance by WG Trust of the WG Trust Initial Home
Loans  and any  Subsequent  Home  Loans,  WG Trust  further  agrees,  at its own
expense,  on or prior to the Closing Date with respect to the Principal Balances
of the WG Trust  Initial  Home Loans and on or prior to the  related  Subsequent
Cut-Off Date in the case of any Subsequent Home Loans sold by it, to indicate in
its books and records that the WG Trust Initial Home Loans have been sold to the
Purchaser  pursuant to this Agreement,  and, in the case of such Subsequent Home
Loans,  to the Issuer  pursuant to the related  Subsequent  Transfer  Agreement.
GMACM, as Servicer of the Home Loans sold by WG Trust,  agrees to deliver to the
Purchaser  true and  complete  lists of all of the Home  Loans  sold by WG Trust
specifying  for each Home Loan (i) its account  number,  (ii) its  Cut-Off  Date
Principal  Balance or Subsequent  Cut-Off Date  Principal  Balance and (iii) the
Loan Group or Loan Groups to which such Home Loan  relates.  Home Loan  Schedule
-B, which forms part of the Home Loan  Schedule,  shall be marked as Exhibit 1-B
to this  Agreement  and is  hereby  incorporated  into  and  made a part of this
Agreement.

(e) In connection  with the  conveyance by GMACM of the GMACM Initial Home Loans
and any  Subsequent  Home Loans sold by it and the conveyance by WG Trust of the
WG Trust  Initial  Home Loans and any  Subsequent  Home Loans sold by it,  GMACM
shall on behalf of the Purchaser deliver to, and deposit with the Custodian,  at
least five (5)  Business  Days before the Closing Date in the case of an Initial
Home Loan,  and, on behalf of the Issuer,  three (3) Business  Days prior to the
related  Subsequent  Transfer Date in the case of a Subsequent  Home Loan,  with
respect to (i) below,  or within 90 days of the Closing  Date or the  Subsequent
Transfer  Date, as the case may be, with respect to (ii) through (v) below,  the
following documents or instruments with respect to each related Home Loan of the
related Seller:

(i) the  original  Mortgage  Note  endorsed  without  recourse  in blank  (which
endorsement shall contain either an original signature or a facsimile  signature
of an authorized officer of GMACM) 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;

(ii) the original Mortgage,  noting the presence of the MIN of the Home Loan, if
the Mortgage is registered on the MERS(R) System,  and language  indicating that
the Home  Loan is a MOM Loan if the Home Loan is a MOM Loan,  with  evidence  of
recording  thereon,  or, if the original Mortgage has not yet been returned from
the public recording office, a copy of the original Mortgage  certified by GMACM
that such Mortgage has been sent for  recording,  or a county  certified copy of
such  Mortgage in the event the  recording  office  keeps the original or if the
original is lost;

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(iii)  unless  the Home  Loan is  registered  on the  MERS(R)  System,  original
assignments  (which  may be  included  in one or  more  blanket  assignments  if
permitted by applicable  law) of the Mortgage in  recordable  form from GMACM to
"Wells  Fargo Bank  Minnesota,  N.A.,  as Indenture  Trustee  under that certain
Indenture dated as of March 29, 2001, for GMACM Home Equity Loan Trust 2001-HE1,
Home  Loan-Backed  Term Notes" c/o the  Servicer at an address  specified by the
Servicer;

(iv)  originals  of  any  intervening  assignments  of  the  Mortgage  from  the
originator  to GMACM (or to MERS,  if the Home Loan is registered on the MERS(R)
System,  and which notes the  presence  of a MIN),  with  evidence of  recording
thereon, or, if the original of any such intervening assignment has not yet been
returned from the public recording  office, a copy of such original  intervening
assignment certified by GMACM that such original intervening assignment has been
sent for recording; and

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

        Within the time period for the review of each Mortgage File set forth in
Section 2.2 of the  Custodial  Agreement,  if a material  defect 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 Enhancer in such
Home Loan,  including  GMACM'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 (iv) above if GMACM has submitted  such  assignment for
recording  pursuant to the terms of the following  paragraph),  GMACM shall cure
such  defect,  repurchase  the  related  Home  Loan at the  Repurchase  Price or
substitute  an  Eligible  Substitute  Loan  therefor  upon  the same  terms  and
conditions set forth in Section 3.1 hereof for breaches of  representations  and
warranties as to the Home Loans, including that the Seller shall have the option
to substitute an Eligible  Substitute Home Loan or Loans for such Home Loan only
if such substitution occurs within two years following the Closing Date.

        In  instances  where an original  Mortgage or any  original  intervening
assignment of Mortgage was not, in  accordance  with clauses (ii) or (iv) above,
delivered by GMACM to the  Custodian  contemporaneously  with the  execution and
delivery of this  Agreement,  GMACM will  deliver or cause to be  delivered  the
originals or certified  copies of such documents to the Custodian  promptly upon
receipt thereof.

        Upon sale of the Initial  Home Loans,  the  ownership  of each  Mortgage
Note, each related  Mortgage and the contents of the related Mortgage File shall
be vested in the Purchaser  and the ownership of all records and documents  with
respect to the  Initial  Home Loans that are  prepared  by or that come into the
possession of either Seller,  as a seller of the Initial Home Loans hereunder or
by GMACM in its  capacity  as  Servicer  under  the  Servicing  Agreement  shall
immediately  vest in the  Purchaser,  and  shall be  promptly  delivered  to the
Servicer in the case of  documents  in  possession  of WG Trust and retained and

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<PAGE>

maintained  in trust by GMACM as the Servicer at the will of the  Purchaser,  in
such custodial  capacity  only. In the event that any original  document held by
GMACM hereunder in its capacity as Servicer is required pursuant to the terms of
this Section to be part of a Mortgage  File,  such  document  shall be delivered
promptly to the Custodian.  Each Seller's  records will  accurately  reflect the
sale of each Initial Home Loan sold by it to the Purchaser.

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

(f) The parties hereto intend that the transactions set forth herein  constitute
a sale by the Sellers to the Purchaser of each of the Sellers' right,  title and
interest in and to their respective Initial 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,  each  Seller  hereby  grants to the  Purchaser  a
security  interest in all of such Seller's right,  title and interest in, to and
under all  accounts,  chattel  papers,  general  intangibles,  contract  rights,
certificates of deposit, deposit accounts,  instruments,  documents,  letters of
credit, money, advices of credit,  investment property, goods and other property
consisting of, arising under or related to the Initial Home Loans and such other
property,  to  secure  all of such  Seller's  obligations  hereunder,  and  this
Agreement shall and hereby does constitute a security agreement under applicable
law. Each Seller agrees to take or cause to be taken such actions and to execute
such  documents,  including  without  limitation the filing of any  continuation
statements with respect to the UCC-1 financing  statements filed with respect to
the Initial Home Loans by the Purchaser on the Closing Date,  and any amendments
thereto required to reflect a change in the name or corporate  structure of such
Seller or the filing of any  additional  UCC-1  financing  statements due to the
change in the principal  office or jurisdiction of incorporation of such Seller,
as are  necessary  to perfect  and protect the  Purchaser's  and its  assignees'
interests in each Initial Home Loan and the proceeds thereof. The Servicer shall
file any such continuation statements on a timely basis.

(g) In connection with the assignment of any Home Loan registered on the MERS(R)
System,  GMACM further agrees that it will cause, at GMACM's own expense, at any
time that an  Assignment  of Mortgage  is  required  to be recorded  pursuant to
Section 3.16 of the  Servicing  Agreement,  the MERS(R)  System to indicate that
such  Home  Loans  has  been  assigned  by  GMACM to the  Indenture  Trustee  in
accordance  with this  Agreement or the Trust  Agreement  for the benefit of the
Noteholders  by  including  (or  deleting,  in the case of Home Loans  which are
repurchased  in accordance  with this  Agreement) in such computer files (a) the
code "[IDENTIFY  INDENTURE  TRUSTEE  SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR INDENTURE  TRUSTEE]" which  identifies the Indenture  Trustee and
(b) the code "[IDENTIFY  SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field"
which  identifies  the series of the Notes issued in  connection  with such Home
Loans.  GMACM  agrees  that it will  not  alter  the  codes  referenced  in this
paragraph with respect to any Home Loan during the term of this Agreement unless
and until such Home Loan is  repurchased  in  accordance  with the terms of this
Agreement.


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<PAGE>

Section 2.2    Sale of Subsequent Home Loans.

(a) Subject to the  conditions  set forth in  paragraphs  (b) and (c) below (the
satisfaction of which (other than the conditions specified in paragraphs (b)(i),
(b)(ii) and (b)(iii))  shall be evidenced by an Officer's  Certificate  of GMACM
dated the date of the related Subsequent Transfer Date), in consideration of the
Issuer's  payment of the  purchase  price  provided for in Section 2.3 on one or
more  Subsequent  Transfer  Dates  using  amounts on deposit in the  Pre-Funding
Account,  each  Seller  may,  on the related  Subsequent  Transfer  Date,  sell,
transfer, assign, set over and convey without recourse to the Issuer but subject
to the other terms and provisions of this Agreement all of the right,  title and
interest of such Seller in and to (i)  Subsequent  Home Loans  identified on the
related Home Loan Schedule attached to the related Subsequent Transfer Agreement
delivered  by GMACM on such  Subsequent  Transfer  Date (ii) all money due or to
become due on such Subsequent Home Loan and after the related Subsequent Cut-Off
Date and  (iii) all items  with  respect  to such  Subsequent  Home  Loans to be
delivered  pursuant  to  Section  2.1 above and the other  items in the  related
Mortgage  Files;  provided,  however,  that the Seller of a Subsequent Home Loan
reserves and retains all right,  title and interest in and to principal received
and  interest  accruing  on such  Subsequent  Home  Loan  prior  to the  related
Subsequent  Cut-Off  Date.  Any transfer to the Issuer by a Seller of Subsequent
Home Loans shall be  absolute,  and is intended by the Issuer and such Seller to
constitute  and to be  treated as a sale of such  Subsequent  Home Loans by such
Seller to the Issuer. In the event that any such transaction is deemed not to be
a sale,  GMACM and WG Trust  hereby  grant to the  Issuer as of each  Subsequent
Transfer  Date  a  security  interest  in  all  of  GMACM's  or WG  Trust's,  as
applicable,  right,  title and interest in, to and under all  accounts,  chattel
papers, general intangibles,  contract rights,  certificates of deposit, deposit
accounts,  instruments,  documents, letters of credit, money, advices of credit,
investment  property,  goods and other property  consisting of, arising under or
related to the related Subsequent Home Loans and such other property,  to secure
all of GMACM's or WG Trust's  obligations  hereunder,  and this Agreement  shall
constitute a security agreement under applicable law. Each Seller agrees to take
or cause to be taken such actions and to execute such  documents,  including the
filing  of all  necessary  UCC-1  financing  statements  filed  in the  State of
Delaware and the  Commonwealth  of  Pennsylvania  (which shall be submitted  for
filing as of the related Subsequent Transfer Date), any continuation  statements
with respect thereto and any amendments  thereto required to reflect a change in
the name or corporate  structure of such Seller or the filing of any  additional
UCC-1  financing  statements  due to the change in the principal  office of such
Seller,  as are necessary to perfect and protect the interests of the Issuer and
its  assignees  in each  Subsequent  Home  Loan and the  proceeds  thereof.  The
Servicer shall file any such continuation statements on a timely basis.

        GMACM  hereby  designates  $123,353,157.71  of the  Original  Pre-Funded
Amount for Loan Group I and $21,035,209.55 of the Original Pre-Funded Amount for
Loan Group II.

        The  Issuer on each  Subsequent  Transfer  Date  shall  acknowledge  its
acceptance of all right, title and interest to the related Subsequent Home Loans
and other  property,  existing on the  Subsequent  Transfer Date and  thereafter
created, conveyed to it pursuant to this Section 2.2.

        The Issuer  shall be entitled to all  scheduled  principal  payments due
after each  Subsequent  Cut-Off  Date,  all other  payments of principal due and
collected  after each  Subsequent  Cut-Off Date, and all payments of interest on
any related  Subsequent  Home  Loans,  minus that  portion of any such  interest
payment that is allocable to the period prior to the related  Subsequent Cut-Off

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Date.  No scheduled  payments of principal  due on  Subsequent  Home Loans on or
before the related  Subsequent  Cut-Off Date and collected after such Subsequent
Cut-Off Date shall belong to the Issuer pursuant to the terms of this Agreement.

(b) Either Seller may transfer to the Issuer Subsequent Home Loans and the other
property and rights related thereto described in Section 2.2(a) above during the
Pre-Funding  Period,  and the Issuer  shall cause to be released  funds from the
Pre-Funding  Account,  only  upon  the  satisfaction  of each  of the  following
conditions on or prior to the related Subsequent Transfer Date:

(i) such  Seller or GMACM,  as  Servicer,  shall  have  provided  the  Indenture
Trustee,  the Rating  Agencies and the Enhancer  with a timely  Addition  Notice
substantially  in the form of Exhibit 3,  which  notice  shall be given no later
than seven  Business Days prior to the related  Subsequent  Transfer  Date,  and
shall  designate  the  Subsequent  Home  Loans  to be  sold to the  Issuer,  the
aggregate  Principal  Balance of such  Subsequent  Home Loans as of the  related
Subsequent  Cut-Off Date, the Loan Group or Groups to which such Subsequent Home
Loans have been  assigned,  which shall be the Loan Group or Groups to which the
money on deposit in the Pre-Funding  Account relates,  and any other information
reasonably  requested by the  Indenture  Trustee or the Enhancer with respect to
such Subsequent Home Loans;

(ii) such Seller shall have delivered to the Indenture  Trustee and the Enhancer
a duly  executed  Subsequent  Transfer  Agreement  substantially  in the form of
Exhibit 2, (A)  confirming  the  satisfaction  of each  condition  precedent and
representations  specified in this Section  2.2(b) and in Section  2.2(c) and in
the related Subsequent Transfer Agreement and (B) including a Home Loan Schedule
listing the Subsequent Home Loans;

(iii) as of each  Subsequent  Transfer  Date,  as  evidenced  by delivery to the
Indenture Trustee of the Subsequent Transfer Agreement in the form of Exhibit 2,
the respective Seller shall not be insolvent, made insolvent by such transfer or
aware of any pending insolvency;

(iv)  such  sale and  transfer  shall  not  result  in a  material  adverse  tax
consequence  to the Issuer or, due to any action or  inaction on the part of the
respective Seller to the Securityholders or the Enhancer; and

(v) the  Enhancer  shall have  approved  the sale of the  Subsequent  Home Loans
(which  approval shall not be  unreasonably  withheld)  within five (5) Business
Days of receipt of the Home Loan Schedule  reflecting the Subsequent Home Loans;
provided,  that if the Enhancer shall not have notified the respective Seller or
GMACM within five (5) Business Days that the Enhancer does not so approve,  such
sale of Subsequent Home Loans shall be deemed approved by the Enhancer.

        In addition,  GMACM shall have  delivered to the Issuer,  the  Indenture
Trustee  and the  Enhancer  an  Opinion  of  Counsel  with  respect  to  certain
bankruptcy  matters  relating to the transfers of Subsequent  Home Loans,  which
Opinion of Counsel shall be  substantially in the form of the Opinion of Counsel
delivered to the Enhancer and the Rating  Agencies and the Indenture  Trustee on

                                        8

<PAGE>

the Closing Date regarding certain bankruptcy matters,  within 30 days after the
end of the Pre-Funding  Period relating to all Subsequent Home Loans transferred
to the Trust during the Pre-Funding Period and purchased,  from funds on deposit
in the Pre-Funding Account.

        The  obligation of the Issuer to purchase a Subsequent  Home Loan on any
Subsequent Transfer Date is subject to the following  conditions:  (i) each such
Subsequent Home Loan must satisfy the representations  and warranties  specified
in the related Subsequent  Transfer  Agreement and this Agreement;  (ii) neither
Seller has selected  such  Subsequent  Home Loans in a manner that it reasonably
believes is adverse to the interests of the  Noteholders or the Enhancer;  (iii)
GMACM will deliver to the Enhancer and the Indenture Trustee certain Opinions of
Counsel  described  in Section  2.2(b) and  acceptable  to the  Enhancer and the
Indenture  Trustee with respect to the conveyance of such Subsequent Home Loans;
and (iv) as of the related  Subsequent  Cut-Off Date each  Subsequent  Home Loan
will satisfy the following criteria: (A) such Subsequent Home Loan may not be 30
or more days contractually delinquent as of the related Subsequent Cut-Off Date;
(B) such Subsequent Home Loan must be secured by a mortgage in a first or second
lien position;  (C) such Subsequent Home Loan must have a Loan Rate of less than
5.950%; (D) such Subsequent Home Loan must have a CLTV at origination of no more
than 100.00%;  (E) the remaining term to stated maturity of such Subsequent Home
Loan may not extend  beyond  June 1 2031;  (E)  following  the  purchase of such
Subsequent  Home Loans by the Issuer,  as of each  Subsequent  Cut-Off Date, the
Home Loans included in the Trust Estate (by aggregate Principal Balance) in Loan
Group I and Loan  Group II must have a  weighted  average  Loan Rate of not less
than 10.244% and 10.124%, respectively, an average principal balance of not more
than $33,500.00, a weighted average CLTV at origination of not more than 79.00%,
a concentration in any one state not in excess of 36.00%,  and the percentage of
Home Loans (by aggregate  Principal Balance) that are secured by second liens on
the related  Mortgaged  Properties  shall be no greater than the  percentage  of
Initial  Home  Loans  that are  secured  by  second  liens;  and  (F)(i)  if the
Subsequent Home Loan is included in Loan Group I, such Subsequent Home Loan will
comply with the restrictions  applicable to Loan Group I set forth in the fourth
paragraph under  "Description of the Mortgage  Loans-Initial  Mortgage Loans" in
the Prospectus  Supplement,  and (ii) if the Subsequent Home Loan is included in
Loan Group II,  such  Subsequent  Home Loan will  comply  with the  restrictions
applicable to Loan Group II set forth in the fourth paragraph under "Description
of the Mortgage  Loans-Initial  Mortgage  Loans" in the  Prospectus  Supplement.
Subsequent  Home Loans with  characteristics  materially  varying from those set
forth above may be  purchased  by the Issuer and included in the Trust Estate if
they are  acceptable to the Enhancer,  in its reasonable  discretion;  provided,
however, that (1) the addition of such Subsequent Home Loans will not materially
affect the aggregate  characteristics of the Home Loans in the Trust Estate, (2)
the  Servicer  has  received  confirmation  from  each  Rating  Agency  that the
inclusion  of such Home Loans will not cause a Rating Event and (3) the Servicer
has  received an Opinion of Counsel  that the  inclusion of such Home Loans will
not result in an Adverse REMIC Event.  GMACM shall not transfer  Subsequent Home
Loans with the intent to mitigate losses on Home Loans previously transferred.

(c) Within five Business Days after each Subsequent  Transfer Date,  GMACM shall
deliver to the Rating Agencies, the Indenture Trustee and the Enhancer a copy of
the  updated  Home  Loan  Schedule  reflecting  the  Subsequent  Home  Loans  in
electronic format (to be followed by a hard copy).

                                        9

<PAGE>

(d) In the event that a home equity loan is not  acceptable to the Enhancer as a
Subsequent  Home Loan  pursuant to Section  2.2(b)(v)  hereof,  the Enhancer and
GMACM may mutually  agree to the transfer of such home equity loan to the Issuer
as a Subsequent Home Loan, subject to any increase in the  Overcollateralization
Amount  that  may be  agreed  to by  GMACM  and  the  Enhancer  pursuant  to the
Indenture,  in which event GMACM shall  deliver to the Issuer and the  Indenture
Trustee, with a copy to the Enhancer,  an Officer's  Certificate  confirming the
agreement to the transfer of such Subsequent Home Loan and specifying the amount
of  such  increase  in  the   Overcollateralization   Amount,  which  additional
Overcollateralization Amount may not be contributed by GMACM.

Section 2.3    Payment of Purchase Price.

(a) The sale of the Initial  Home Loans  shall take place on the  Closing  Date,
subject to and  simultaneously  with the deposit of the Initial  Home Loans into
the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest
Coverage  Amount  into the  Pre-Funding  Account  and the  Capitalized  Interest
Account,  respectively,  and the issuance of the Securities.  The purchase price
(the  "Purchase  Price")  for the  GMACM  Initial  Home  Loans to be paid by the
Purchaser   to  GMACM  on  the  Closing   Date  shall  be  an  amount  equal  to
$119,968,677.18 in immediately  available funds, together with the Certificates,
in respect of the Cut-Off Date Principal  Balances  thereof.  The Purchase Price
for the WG Trust  Initial Home Loans to be paid by the  Purchaser to WG Trust on
the Closing  Date shall be an amount  equal to  $396,067,187.23  in  immediately
available funds, in respect of the Cut-Off Date Principal Balances thereof.  The
Purchase Price paid for any Subsequent  Home Loan by the Indenture  Trustee from
funds on deposit in the  Pre-Funding  Account,  at the  direction of the Issuer,
shall be one-hundred  percent  (100%) of the  Subsequent  Cut-Off Date Principal
Balance thereof (as identified on the Home Loan Schedule attached to the related
Subsequent Transfer Agreement provided by GMACM).

(b) In consideration of the sale of the GMACM Initial Home Loans by GMACM to the
Purchaser on the Closing Date,  the Purchaser  shall pay to GMACM on the Closing
Date  by  wire  transfer  of  immediately  available  funds  to a  bank  account
designated by GMACM,  the amount  specified above in paragraph (a) for the GMACM
Initial Home Loans; provided, that such payment may be on a net funding basis if
agreed  by  GMACM  and  the  Purchaser.  In  consideration  of the  sale  of any
Subsequent  Home Loan by GMACM to the Issuer,  the Issuer  shall pay to GMACM by
wire transfer of  immediately  available  funds to a bank account  designated by
GMACM, the amount specified above in paragraph (a) for each Subsequent Home Loan
sold by GMACM.

(c) In  consideration of the sale of the WG Trust Initial Home Loans by WG Trust
to the Purchaser on the Closing Date, the Purchaser shall pay to WG Trust on the
Closing Date by wire transfer of immediately  available  funds to a bank account
designated by WG Trust,  the amount  specified above in paragraph (a) for the WG
Trust  Initial Home Loans;  provided,  that such payment may be on a net funding
basis if agreed by WG Trust and the Purchaser.  In  consideration of the sale of
any Subsequent  Home Loan by WG Trust to the Issuer,  the Issuer shall pay to WG
Trust  by  wire  transfer  of  immediately  available  funds  to a bank  account
designated  by WG Trust,  the amount  specified  above in paragraph (a) for each
Subsequent Home Loan sold by WG Trust.


                                        10

<PAGE>

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

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

(a)     As to GMACM:

(i) GMACM is a corporation duly organized, validly existing and in good standing
under the laws of the  jurisdiction  governing its creation and existence 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
Home Loan;

(ii) GMACM has the power and authority to make, execute, deliver and perform its
obligations under this Agreement and each Subsequent Transfer Agreement to which
it is a party and all of the transactions  contemplated under this Agreement and
each such Subsequent Transfer  Agreement,  and has taken all necessary corporate
action to authorize the  execution,  delivery and  performance of this Agreement
and each such Subsequent Transfer Agreement;

(iii) GMACM is not  required  to obtain the  consent of any other  Person or any
consents,  licenses,  approvals or  authorizations  from,  or  registrations  or
declarations  with, any governmental  authority,  bureau or agency in connection
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement  or any  Subsequent  Transfer  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 any  Subsequent  Transfer
Agreement by GMACM and its  performance  and  compliance  with the terms of this
Agreement and each such Subsequent  Transfer  Agreement will not violate GMACM'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  GMACM  is a party  or  which  may be
applicable to GMACM or any of its assets;

(v) No litigation  before any court,  tribunal or governmental body is currently
pending, or to the knowledge of GMACM threatened,  against GMACM or with respect
to this  Agreement or any Subsequent  Transfer  Agreement that in the opinion of
GMACM has a reasonable  likelihood of resulting in a material  adverse effect on
the  transactions  contemplated  by this  Agreement or any  Subsequent  Transfer
Agreement;

(vi)    Reserved;

(vii) This  Agreement and each  Subsequent  Transfer  Agreement to which it is a
party,  constitutes a legal, valid and binding obligation of GMACM,  enforceable
against  GMACM in accordance  with its terms,  except as  enforceability  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or

                                        11

<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;

(viii)  This  Agreement  constitutes  a valid  transfer  and  assignment  to the
Purchaser of all right,  title and interest of GMACM in and to the GMACM Initial
Home Loans,  including the Cut-Off Date  Principal  Balances with respect to the
GMACM Initial Home Loans,  all monies due or to become due with respect thereto,
and all  proceeds of such Cut-Off Date  Principal  Balances  with respect to the
GMACM Initial Home Loans; and this Agreement and the related Subsequent Transfer
Agreement, when executed, will constitute a valid transfer and assignment to the
Issuer of all right,  title and interest of GMACM in and to the Subsequent  Home
Loans,  including the Cut-Off Date  Principal  Balances of the  Subsequent  Home
Loans, all monies due or to become due with respect thereto, and all proceeds of
such Subsequent  Cut-Off Date Principal Balances 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 GMACM; and

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

(b) As to each Initial Home Loan (except as otherwise specified below) as of the
Closing  Date,  or with respect to each  Subsequent  Home Loan as of the related
Subsequent Transfer Date (except as otherwise specified below):

(i) The  information  set forth in the Home Loan  Schedule  with respect to each
Home Loan or the Home Loans is true and correct in all  material  respects as of
the date or dates respecting which such information is initially furnished;

(ii) With respect to each of the WG Trust Initial Home Loans or, as  applicable,
any the  Subsequent  Home Loans sold by WG Trust,  as of each  respective  Prior
Transfer  Date:  (A) the related  Mortgage  Note and the  Mortgage  had not been
assigned or pledged, except for any assignment or pledge that had been satisfied
and  released,  (B)  immediately  prior to the  assignment of such Home Loans to
Walnut  Grove,  GMACM had good title thereto and (C)  immediately  prior to such
assignment,  GMACM was the sole owner and holder of the Home Loan free and clear
of any and all liens, encumbrances,  pledges, or security interests (other than,
with respect to any Home Loan in a second lien position, the lien of the related
first  mortgage)  of any  nature  and had full  right and  authority,  under all
governmental and regulatory bodies having jurisdiction over the ownership of the
applicable  Home Loan,  to sell and assign the same pursuant to the Walnut Grove
Purchase Agreement;

                                        12

<PAGE>

(iii) With respect to each of the GMACM  Initial  Home Loans or, as  applicable,
any  Subsequent  Home  Loans  sold by  GMACM  as of each  respective  Subsequent
Transfer  Date:  (A) the related  Mortgage  Note and the Mortgage  have not been
assigned or pledged, except for any assignment or pledge that has been satisfied
and released,  (B) immediately prior to such assignment of the Home Loans to the
Purchaser  (or to the  Issuer in the case of the  Subsequent  Home Loans sold by
GMACM),  GMACM has good title thereto and (C) GMACM is the sole owner and holder
of the Home Loan free and clear of any and all liens, encumbrances,  pledges, or
security  interests  (other than, with respect to any Home Loan in a second lien
position,  the lien of the related  first  mortgage)  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  or  the  related  Subsequent  Transfer
Agreement, as applicable;

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

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

(vii) To the best of GMACM'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 or related  Subsequent  Cut-Off Date, no Home Loan
was 30 days or more delinquent in payment of principal or interest;

(ix) With  respect  to the GMACM  Initial  Home  Loans  or, as  applicable,  any
Subsequent Home Loans sold by GMACM,  the related Mortgage File contains or will
contain,   in  accordance  with  Section  2.1(e),  each  of  the  documents  and
instruments specified to be included therein;

(x) To the best of the  GMACM's  knowledge,  the related  Mortgage  Note and the
related Mortgage at the time it was made complied in all material  respects with
applicable local, state and federal laws;

(xi) A title  search  or other  assurance  of title  customary  in the  relevant
jurisdiction was obtained with respect to each Home Loan;

(xii)  None of the  Mortgaged  Properties  is a  mobile  home or a  manufactured
housing unit that is not permanently attached to its foundation;

(xiii) As of the Cut-Off  Date, no more than  approximately  29.86% and 5.79% of
the Home Loans in Loan Group I, by Cut-Off Date Principal  Balance,  are secured
by Mortgaged Properties located in California and New York, respectively, and no
more than approximately  51.14% and 6.01% of the Home Loans in Loan Group II, by
Cut-Off Date Principal Balance,  are secured by Mortgaged  Properties located in
California and New Jersey, respectively;

                                        13

<PAGE>

(xiv)  As  of  the  Cut-Off  Date  or  Subsequent  Cut-Off  Date,  the  Combined
Loan-to-Value Ratio for each second lien Home Loan was not in excess of 100.00%,
with the  exception  of one Home  Loan in Loan  Group II,  which has a  Combined
Loan-to-Value Ratio of 101.03%;

(xv)    Intentionally Omitted;

(xvi) GMACM has not transferred the GMACM Initial Home Loans to the Purchaser or
any  Subsequent  Home  Loans to the Issuer  with any intent to hinder,  delay or
defraud any of its creditors;

(xvii) As of the Cut-Off  Date,  no more than  approximately  50% of the Initial
Home  Loans,  by Cut-Off  Date  Principal  Balance,  are  secured  by  Mortgaged
Properties  which  may  have  been  appraised  using  the  statistical  property
evaluation method of Solimar.net;

(xviii)  Within a loan type,  and except as required  by  applicable  law,  each
Mortgage  Note and each  Mortgage is an  enforceable  obligation  of the related
Mortgagor;

(xix) To the best  knowledge  of GMACM,  the physical  property  subject to each
Mortgage is free of material damage and is in acceptable repair;

(xx) GMACM 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 Servicer;

(xxi)   Reserved;

(xxii)  None of the Home Loans is a reverse mortgage loan;

(xxiii) No Home Loan has an original term to maturity in excess of 360 months;

(xxiv) All of the Home Loans are fixed rate and are fully amortizing.  As of the
Cut-off  Date,  the Loan Rates on the Home  Loans in Loan Group I range  between
5.990% per annum and  14.175% per annum and the Loan Rates on Home Loans in Loan
Group II range  between  5.990% per annum and  14.475% per annum.  The  weighted
average  remaining term to stated  maturity of the Home Loans in Loan Group I as
of the  Cut-off  Date is  approximately  214  months  and the  weighted  average
remaining  term to stated  maturity of the Home Loans in Loan Group II as of the
Cut-off Date is approximately 248 months;

(xxv) (A) Each Mortgaged  Property  consists of a single parcel of real property
with a single family or two- to four-family  residence  erected  thereon,  or an
individual condominium unit or a unit in a planned development; (B) with respect
to the Home  Loans in Loan  Group I (a)  approximately  7.47% (by  Cut-Off  Date
Principal   Balance)  are  secured  by  real  property  improved  by  individual

                                        14

<PAGE>

condominium units or a unit in a planned  development,  (b) approximately 90.69%
(by Cut-Off Date  Principal  Balance) are secured by real property with a single
family  residence  erected  thereon,  (c)  approximately  1.83% (by Cut-Off Date
Principal  Balance)  are  secured by real  property  with a two- to  four-family
residence erected thereon and (d) 0.01% are secured by real property improved by
manufactured housing and (C) with respect to the Home Loans in Loan Group II (a)
approximately  5.36% (by Cut-Off  Date  Principal  Balance)  are secured by real
property  improved  by  individual  condominium  units  or a unit  in a  planned
development,  (b) approximately  87.29% (by Cut-Off Date Principal  Balance) are
secured by real property with a single family  residence  erected  thereon,  (c)
approximately  1.30% (by Cut-Off  Date  Principal  Balance)  are secured by real
property with a two- to four-family  residence  erected thereon and (d) none are
secured by real property improved by manufactured housing;

(xxvi)  As of the  Cut-Off  Date no  Initial  Home  Loan  in Loan  Group I had a
principal  balance in excess of  $134,860.90  and no  Initial  Home Loan in Loan
Group II had a principal balance in excess of $299,516.84;

(xxvii)  Approximately  94.89% of the Initial Home Loans, by aggregate Principal
Balance as of the Cut-Off Date,  are secured by second liens;  (xxviii) A policy
of hazard  insurance and flood insurance,  if applicable,  was required from the
Mortgagor for the Home Loan when the Home Loan was originated;

(xxix)  Other  than with  respect  to a payment  default,  there is no  material
default,  breach, violation or event of acceleration existing under the terms of
any Mortgage  Note or Mortgage and, to the best of GMACM's  knowledge,  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  GMACM  involved  in
originating or servicing the related Home Loan;

(xxx) No  instrument  of release or waiver has been executed by GMACM or, to the
best knowledge of GMACM, by any other person, in connection with the Home Loans,
and no Mortgagor has been released by GMACM or, to the best  knowledge of GMACM,
by any other  person,  in whole or in part from its  obligations  in  connection
therewith;

(xxxi) With respect to each Home Loan  secured by a second  lien,  either (a) no
consent for such Home Loan was  required by the holder or holders of the related
prior lien,  (b) such consent has been  obtained and is contained in the related
Mortgage File or (c) no consent for such Home Loan was required by relevant law;

(xxxii)  None of the Home  Loans  are "high  cost  loans",  subject  to the Home
Ownership and Equity Protection Act of 1994;

(xxxiii)  Each  Home Loan  constitutes  a  "qualified  mortgage"  under  Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);


                                        15

<PAGE>

(xxxiv) GMACM used no selection  procedures  that identified Home Loans as being
less desirable or valuable than other  comparable  mortgage loans  originated or
acquired by GMACM under the GMACM Home Equity  Program.  The Mortgage  Loans are
representative  of  GMACM's  portfolio  of fixed rate  mortgage  loans that were
originated under the GMACM Home Equity Program; and

(xxxv) With respect to each Home Loan,  to the extent  permitted  by  applicable
law, the related Mortgage 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.

               With  respect to this  Section  3.1(b),  representations  made by
GMACM with respect to the WG Trust  Initial  Home Loans,  made as of the Cut-Off
Date or the Closing Date or with respect to the Subsequent Home Loans sold by WG
Trust and made as of the  Subsequent  Cut-Off  Date or the  Subsequent  Transfer
Date,  are made by GMACM in its  capacity as Servicer.  Representations  made by
GMACM with  respect to the WG Trust  Initial Home Loans or the  Subsequent  Home
Loans sold by WG Trust and made as of any other  date,  are made by GMACM in its
capacity as Seller.

               (c) WG Trust Representations and Warranties.  WG Trust represents
and warrants to the Purchaser,  as of the Closing Date and as of each Subsequent
Transfer Date:

               (i)    As to WG Trust:

(i) WG Trust is a Delaware  business trust duly organized,  validly existing and
in good standing under the laws of the State of Delaware;

(ii) WG Trust has the power and authority to make, execute,  deliver and perform
its obligations under this Agreement and each Subsequent  Transfer  Agreement to
which  it is a  party  and  all  of the  transactions  contemplated  under  this
Agreement  and each  such  Subsequent  Transfer  Agreement,  and has  taken  all
necessary  action to authorize the execution,  delivery and  performance of this
Agreement and each such Subsequent Transfer Agreement;

(iii) WG Trust is not  required to obtain the consent of any other Person or any
consents,  licenses,  approvals or  authorizations  from,  or  registrations  or
declarations  with, any governmental  authority,  bureau or agency in connection
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement  or any  Subsequent  Transfer  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 any  Subsequent  Transfer
Agreement by WG Trust and its  performance and compliance with the terms of this
Agreement  and each such  Subsequent  Transfer  Agreement  will not  violate  WG
Trust's  organizational  documents 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  WG Trust is a party or which  may be
applicable to WG Trust or any of its assets;

                                        16

<PAGE>

(v) No litigation  before any court,  tribunal or governmental body is currently
pending,  or to the knowledge of WG Trust  threatened,  against WG Trust or with
respect to this  Agreement  or any  Subsequent  Transfer  Agreement  that in the
opinion  of WG Trust has a  reasonable  likelihood  of  resulting  in a material
adverse  effect  on the  transactions  contemplated  by  this  Agreement  or any
Subsequent Transfer Agreement;

(vi) This  Agreement  and each  Subsequent  Transfer  Agreement to which it is a
party constitutes a legal, valid and binding obligation of WG Trust, enforceable
against WG Trust 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) or by public  policy with respect to  indemnification  under  applicable
securities laws;

(vii)  This  Agreement  constitutes  a  valid  transfer  and  assignment  to the
Purchaser  of all right,  title and  interest of WG Trust in and to the WG Trust
Initial Home Loans,  including the Cut-Off Date Principal  Balances with respect
to the WG Trust Initial Home Loans, all monies due or to become due with respect
thereto,  and all proceeds of such Cut-Off Date Principal  Balances with respect
to the WG  Trust  Initial  Home  Loans;  and  this  Agreement  and  the  related
Subsequent Transfer Agreement,  when executed,  will constitute a valid transfer
and assignment to the Issuer of all right, title and interest of WG Trust in and
to the related  Subsequent  Home Loans,  including  the Cut-Off  Date  Principal
Balances  of the  Subsequent  Home  Loans,  all monies due or to become due with
respect  thereto,  and all proceeds of such  Subsequent  Cut-Off Date  Principal
Balances  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 WG Trust; and

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

               (ii)   As to the WG Trust Initial Home Loans:

(i) With  respect  to the WG Trust  Initial  Home Loans or, as  applicable,  any
Subsequent  Home Loans sold by WG Trust:  (A) the related  Mortgage Note and the
Mortgage have not been assigned or pledged,  except for any assignment or pledge
that has been satisfied and released, (B) immediately prior to the assignment of
such Home Loans to the Purchaser (or to the Issuer in the case of the Subsequent
Home Loans sold by WG Trust),  WG Trust had good title  thereto and (C) WG Trust
is the sole  owner  and  holder  of the Home  Loan free and clear of any and all
liens, encumbrances, pledges, or security interests (other than, with respect to
any Home Loan in a second lien position, the lien of the related first mortgage)
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;

                                        17

<PAGE>

(ii) For each WG Trust Initial Home Loan or, as applicable,  any Subsequent Home
Loans sold by WG Trust, the related  Mortgage File contains or will contain,  in
accordance with Section 2.1(e), each of the documents and instruments  specified
to be included therein;

(iii) WG  Trust  has not  transferred  the WG Trust  Initial  Home  Loans to the
Purchaser with any intent to hinder, delay or defraud any of its creditors; and

(iv) No  instrument  of  release  or  waiver  has been  executed  by WG Trust in
connection  with the WG Trust  Initial  Home Loans,  and no  Mortgagor  has been
released by WG Trust,  in whole or in part,  from its  obligations in connection
therewith.

        (d) Upon  discovery by either Seller or upon notice from the  Purchaser,
the  Enhancer,  the Issuer,  the Owner  Trustee,  the  Indenture  Trustee or the
Custodian,   as   applicable,   of  a  breach   of  such   Seller's   respective
representations  or warranties in paragraphs (a) or (c)(i) above that materially
and adversely affects the interests of the  Securityholders or the Enhancer,  as
applicable, in any Home Loan, GMACM or WG Trust, as applicable, shall, within 90
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 Issuer 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 either Seller or upon notice from the  Purchaser,  the
Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or the Custodian,
as  applicable,  of a  breach  of  a  Seller's  or  GMACM's  representations  or
warranties in paragraphs (b) or (c)(ii) 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, the Enhancer or the Purchaser in such Home
Loan (notice of which shall be given to the Purchaser by the  respective  Seller
or GMACM,  if it discovers the same),  notwithstanding  such Seller's or GMACM's
lack of knowledge  with  respect to the  substance  of such  representation  and
warranty,  such Seller or GMACM, as the case may be, shall, within 90 days after
the earlier of its discovery or receipt of notice thereof or, if such breach has
the effect of making the Home Loan fail to be a "qualified  mortgage" within the
meaning of Section 860G of the Internal  Revenue Code,  within 90 days after the
discovery thereof by either such Seller, the Servicer, the Enhancer, the Issuer,
the Owner  Trustee,  the Indenture  Trustee or the  Purchaser,  either cure such
breach or  Repurchase  Event in all material  respects or either (i)  repurchase
such Home Loan from the Issuer 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,  provided that the Seller shall
have the option to substitute an Eligible Substitute Home Loan or Loans for such
Home Loan only if such  substitution  occurs  within  two  years  following  the
Closing Date.  The Repurchase  Price for any such Home Loan  repurchased by such
Seller shall be  deposited  or caused to be  deposited by the Servicer  into the
Custodial  Account.  Any purchase of a Home Loan due to a Repurchase Event shall
be the obligation of GMACM.


                                        18

<PAGE>

        In furtherance of the foregoing, if GMACM or the Seller that repurchases
or  substitutes  a Home  Loan is not a  member  of  MERS  and  the  Mortgage  is
registered  on the  MERS(R)  System,  GMACM,  at its own expense 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 GMACM or
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  that  either  Seller  elects  to  substitute  an  Eligible
Substitute  Loan or Loans for a Deleted Loan  pursuant to this Section 3.1, such
Seller shall deliver to the  Custodian on behalf of the Issuer,  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 Estate and will be retained by the Servicer and remitted by
the Servicer to such Seller on the next succeeding Payment Date, provided that a
payment equal to the applicable Monthly Payment for such month in respect of the
Deleted  Loan has been  received by the Issuer.  For the month of  substitution,
distributions  to the Note Payment Account  pursuant to the Servicing  Agreement
will  include  the  Monthly  Payment  due on a Deleted  Loan for such  month and
thereafter  such Seller  shall be  entitled  to retain all  amounts  received in
respect of such Deleted  Loan.  The 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 Servicer  shall
deliver  the amended  Home Loan  Schedule to the Owner  Trustee,  the  Indenture
Trustee and the Enhancer.  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,   GMACM   shall  be  deemed  to  have  made  the
representations  and  warranties  with respect to the Eligible  Substitute  Loan
contained herein set forth in Section 3.1(b) (other than clauses (xiii), (xxiv),
(xxv),  (xxvi) and (xxvii) thereof and other than clauses (iii) and (ix) thereof
in the case of Eligible  Substitute Loans substituted by WG Trust),  and, if the
Seller is WG Trust,  WG Trust  shall be deemed to have made the  representations
and warranties set forth in Section 3.1(c)(ii),  in each case, as of the date of
substitution,   and  the  related   Seller  shall  be  deemed  to  have  made  a
representation  and warranty that each Home Loan so  substituted  is an Eligible
Substitute  Loan as of the date of  substitution.  In  addition,  GMACM 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 Servicer shall  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 Note Payment Account in the month of substitution).
Such  Seller  shall  deposit  the amount of such  shortfall  into the  Custodial
Account on the date of substitution, without any reimbursement therefor.

        Upon  receipt by the  Indenture  Trustee on behalf of the Issuer 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

                                        19

<PAGE>

the Indenture  Trustee,  shall release to such Seller or GMACM,  as the case may
be, the related Mortgage File for the Home Loan being repurchased or substituted
for and the Indenture  Trustee on behalf of the Issuer shall execute and deliver
such  instruments  of transfer or assignment  prepared by the Servicer,  in each
case without recourse, as shall be necessary to vest in such Seller or GMACM, as
the case may be, or its  respective  designee such Home Loan  released  pursuant
hereto and thereafter such Home Loan shall not be an asset of the Issuer.

        It is understood and agreed that the obligation of each Seller and GMACM
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 such Seller and GMACM.

        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 Issuer or the Custodian.



                                   ARTICLE IV

                               SELLERS' COVENANTS

Section 4.1 Covenants of the Sellers.  Each Seller hereby covenants that, except
for the transfer  hereunder  and, as of any Subsequent  Transfer  Date,  neither
Seller will 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. Each
Seller  shall  notify the  Issuer (in the case of the  Initial  Home  Loans,  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 each Seller
shall  defend the right,  title and  interest  of the Issuer (in the case of the
Initial  Home Loans,  as assignee  of the  Purchaser)  in, to and under the Home
Loans against all claims of third parties claiming through or under such 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 either  Seller shall  currently be  contesting  the validity  thereof in good
faith by appropriate Proceedings.

                                   ARTICLE V

                                    SERVICING

Section 5.1 Servicing.  GMACM shall service the Home Loans pursuant to the terms
and  conditions  of the  Servicing  Agreement  and the  Program  Guide and shall
service  the  Home  Loans  directly  or  through  one or more  sub-servicers  in
accordance therewith.

                                        20

<PAGE>

                                   ARTICLE VI

                         INDEMNIFICATION BY THE SELLERS
                       WITH RESPECT TO THE MORTGAGE LOANS

Section 6.1  Limitation  on  Liability of the  Sellers.  None of the  directors,
officers,  employees  or agents of either  GMACM or WG Trust  shall be under any
liability to the Purchaser or the Issuer, 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 and any Subsequent  Transfer
Agreement.  Except as and to the  extent  expressly  provided  in the  Servicing
Agreement,  GMACM and WG Trust shall not be under any  liability  to the Issuer,
the Owner Trustee, the Indenture Trustee or the Securityholders. GMACM, WG Trust
and any director,  officer,  employee or agent of GMACM or WG Trust, 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 obligations and  responsibilities  of the parties
hereto shall terminate upon the termination of the Trust Agreement.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

Section 8.1  Amendment.  This  Agreement may be amended from time to time by the
parties  hereto by  written  agreement  with the prior  written  consent  of the
Enhancer (which consent shall not be unreasonably  withheld),  provided that the
Servicer,  the Indenture Trustee and the Enhancer shall have received an Opinion
of Counsel to the effect that such amendment will not result in an Adverse REMIC
Event.

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:


                                        21

<PAGE>

(i)     if to the GMACM:

                          GMAC Mortgage Corporation
                          100 Witmer Road
                          Horsham, Pennsylvania  10944
                          Attention:  Barry Bier, Senior Vice President
                          Re:  GMACM Home Equity Loan Trust 2001-HE1;

(ii)    if to WG Trust:

                          Walnut Grove Home Equity Loan Trust
                              2000-A
                          c/o Wilmington Trust Company
                          1100 North Market Street
                          Wilmington, Delaware 19890
                          Attention: Walnut Grove Home Equity Loan
                                Trust 2000-A
                          Re:GMACM Home Equity Loan Trust 2001-HE1;



(iii)   if to the Purchaser:

                          Residential Asset Mortgage Products, Inc.
                          8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                          Attention:President
                          Re:  GMACM Home Equity Loan Trust 2001-HE1;

(iv)    if to the Indenture Trustee:

                          Wells Fargo Bank Minnesota, N.A.
                          11000 Broken Land Parkway
                          Columbia, Maryland 21044
                          Attention:  GMACM Home Equity Loan Trust 2001-HE1;

(v)     if to the Issuer:

                          c/o Wilmington Trust Company, as Owner Trustee
                          Rodney Square North
                          1100 North Market Street
                          Wilmington, Delaware 19890-0001
                          Re:  GMACM Home Equity Loan Trust 2001-HE1; or


                                        22

<PAGE>

(vi)    if to the Enhancer:

             MBIA Insurance Corporation
             113 King Street
             Armonk, New York 10504
             Attention:Insured Portfolio Management - Structured Finance
             Re:  GMACM Home Equity Loan Trust 2001-HE1;

or, with respect to any of the foregoing  Persons,  at such other address as may
hereafter be furnished to the other foregoing Persons in writing.

Section 8.4  Severability  of  Provisions.  If any one or more of the covenants,
agreements,  provisions or 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 among the parties hereto, and
the services of the GMACM shall be rendered as an independent contractor and not
as agent for the Purchaser.

Section  8.6  Counterparts.  This  Agreement  may be  executed  in any number of
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 parties  hereto 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.

Section 8.8 Intention of the Parties.  It is the intention of the parties hereto
that the Purchaser  will be purchasing on the Closing Date, and the Sellers will
be  selling on the  Closing  Date,  the  Initial  Home  Loans,  rather  than the
Purchaser  providing a loan to the Sellers  secured by the Initial Home Loans on
the Closing  Date;  and that the Issuer will be  purchasing  on each  Subsequent
Transfer Date, and the Sellers will be selling on each Subsequent Transfer Date,
the related  Subsequent Home Loans,  rather than the Issuer  providing a loan to
the Sellers  secured by the  related  Subsequent  Home Loans on each  Subsequent
Transfer  Date.  Accordingly,  the  parties  hereto  each  intend to treat  this
transaction for federal income tax purposes as (i) a sale by the Sellers,  and a
purchase by the  Purchaser,  of the Initial  Home Loans on the Closing  Date and
(ii) a sale  by the  Sellers,  and a  purchase  by the  Issuer,  of the  related
Subsequent  Home Loans on each  Subsequent  Transfer Date. The Purchaser and the
Issuer  shall  each  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 each Seller
shall cooperate with all reasonable requests made by the Purchaser or the Issuer
in the course of such review.

Section 8.9    Successors and Assigns; Assignment of this Agreement.

                                        23

<PAGE>

(a) This Agreement  shall bind and inure to the benefit of and be enforceable by
the parties hereto and their respective  permitted  successors and assigns.  The
obligations of each Seller under this Agreement  cannot be assigned or delegated
to a third party without the consent of the Enhancer and the Purchaser  (and the
Issuer with respect to the transfer of any Subsequent Home Loans), which consent
shall be at the  Purchaser's  sole  discretion (and the Issuer's sole discretion
with respect to the transfer of any Subsequent Home Loans);  provided, that each
Seller may assign its obligations  hereunder to any Affiliate of such Seller, to
any Person  succeeding to the business of such Seller,  to any Person into which
such Seller is merged and to any Person resulting from any merger, conversion or
consolidation  to which such Seller is a party.  The parties hereto  acknowledge
that (i) the  Purchaser is  acquiring  the Initial Home Loans for the purpose of
contributing  them to the GMACM Home  Equity  Loan Trust  2001-HE1  and (ii) the
Issuer is acquiring  the  Subsequent  Home Loans for the purpose of pledging the
Subsequent  Home  Loans  to  the  Indenture  Trustee  for  the  benefit  of  the
Noteholders and the Enhancer.

(b) As an  inducement  to the  Purchaser  and the Issuer to purchase the Initial
Home Loans and to the Issuer to purchase any Subsequent Home Loans,  each Seller
acknowledges  and consents to (i) the  assignment by the Purchaser to the Issuer
of all of the Purchaser's  rights against each Seller pursuant to this Agreement
insofar as such  rights  relate to the  Initial  Home Loans  transferred  to the
Issuer and to the  enforcement or exercise of any right or remedy against either
Seller  pursuant  to this  Agreement  by the  Issuer,  (ii) the  enforcement  or
exercise of any right or remedy against either 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 either Seller  following an Event of
Default  under  the  Indenture.  Such  enforcement  of a right or  remedy by the
Issuer, the Owner Trustee, the Enhancer 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 or the Issuer directly.

Section 8.10 Survival.  The  representations  and warranties made herein by each
Seller and the provisions of Article VI hereof shall survive the purchase of the
Initial Home Loans  hereunder and any transfer of Subsequent Home Loans pursuant
to this Agreement and the related Subsequent Transfer Agreement.

Section  8.11 Third  Party  Beneficiary.  The  Enhancer  shall be a third  party
beneficiary  hereof and shall be  entitled  to enforce  the  provisions  of this
Agreement as if a party hereto.


                                        24

<PAGE>


        IN WITNESS  WHEREOF,  the parties  hereto 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 ASSET MORTGAGE PRODUCTS, INC., as Purchaser



                       By:        /s/ Patricia C. Taylor
                           ---------------------------------------
                           Name:  Patricia C. Taylor
                           Title:    Vice President



                       GMAC MORTGAGE CORPORATION,
                          as Seller and Servicer



                       By:         /s/ Thomas J. O'Hara
                           ---------------------------------------
                           Name:  Thomas J. O'Hara
                           Title:    Senior Vice President



                       WALNUT GROVE HOME EQUITY LOAN TRUST 2000-A, as Seller

                       By: WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Owner Trustee



                       By:       /s/ Patricia A. Evans
                           ---------------------------------------
                           Name:  Patricia A. Evans
                           Title:    Financial Services Officer



                                        25

<PAGE>


                     GMACM HOME EQUITY LOAN TRUST 2001-HE1, as Issuer

                     By: WILMINGTON TRUST COMPANY,
                            not in its individual capacity but solely as
                            Owner Trustee



                     By:       /s/ Patricia A. Evans
                         ---------------------------------------
                         Name:  Patricia A. Evans
                         Title:    Financial Services Officer



                     WELLS FARGO BANK MINNESOTA, N.A., as Indenture Trustee


                     By:         /s/ Peter A. Gobell
                         ---------------------------------------
                         Name:  Peter A. Gobell
                         Title:    Assistant Vice President



                                        26



<PAGE>



                                    EXHIBIT 1

                               HOME LOAN SCHEDULE







<PAGE>


                                    EXHIBIT 2

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

        Pursuant to this Subsequent  Transfer  Agreement No. (the  "Agreement"),
dated as of , , between ___________________, as seller (the "Seller"), and GMACM
Home Equity Loan Trust 2001-HE1,  as issuer (the "Issuer"),  and pursuant to the
loan  purchase  agreement  dated as of March 29,  2001 (the "Home Loan  Purchase
Agreement"),  among the  Seller,  as a seller and  servicer,  Walnut  Grove Home
Equity Loan Trust 2000-A,  as a seller,  Residential  Asset  Mortgage  Products,
Inc., as purchaser (the "Purchaser"), the Issuer and Wells Fargo Bank Minnesota,
N.A., as indenture trustee (the "Indenture Trustee"),  the Seller and the Issuer
agree to the sale by the Seller and the  purchase by the Issuer of the  mortgage
loans listed on the attached  Schedule of Subsequent Home Loans (the "Subsequent
Home Loans").

        Capitalized  terms used and not  defined  herein  have their  respective
meanings as set forth in Appendix A to the indenture dated as of March 29, 2001,
between the Issuer and the Indenture Trustee, which meanings are incorporated by
reference  herein.  All other  capitalized  terms  used  herein  shall  have the
meanings specified herein.

        Section 1.    Sale of Subsequent Home Loans.

        (a) The Seller does hereby sell,  transfer,  assign, set over and convey
to the Issuer,  without recourse, all of its right, title and interest in and to
the Subsequent Home Loans, all principal  received and interest  accruing on the
Subsequent  Home Loans on and after the Subsequent  Cut-Off Date, all monies due
or to become  due  relating  to such  Subsequent  Home  Loans and all items with
respect to the Subsequent Home Loans to be delivered  pursuant to Section 2.2 of
the Home Loan Purchase Agreement;  provided,  however,  that the Seller reserves
and  retains all right,  title and  interest in and to  principal  received  and
interest  accruing on the Subsequent Home Loans prior to the Subsequent  Cut-Off
Date. The Seller,  contemporaneously  with the delivery of this  Agreement,  has
delivered or caused to be delivered to the Indenture Trustee each item set forth
in Section 2.2 of the Home Loan Purchase Agreement.

        The  transfer to the Issuer by the Seller of the  Subsequent  Home Loans
identified  on the Home Loan  Schedule  shall be absolute and is intended by the
parties  hereto  to  constitute  a sale  by the  Seller  to  the  Issuer  on the
Subsequent Transfer Date of all the Seller's right, title and interest in and to
the Subsequent  Home Loans,  and other  property as and to the extent  described
above,  and the  Issuer  hereby  acknowledges  such  transfer.  In the event the
transactions  set forth  herein  shall be deemed  not to be a sale,  the  Seller
hereby  grants  to the  Issuer as of the  Subsequent  Transfer  Date a  security
interest in all of the Seller's  right,  title and interest in, to and under all
accounts, chattel papers, general intangibles,  contract rights, certificates of
deposit,  deposit accounts,  instruments,  documents,  letters of credit, money,
advices of credit,  investment property, goods and other property consisting of,
arising under or related to the Subsequent Home Loans,  and such other property,
to secure all of the Issuer'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

                                        2-1

<PAGE>

in the State of Delaware and the  Commonwealth of  Pennsylvania  (which shall be
submitted  for filing as of the  Subsequent  Transfer  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
of the Seller, as are necessary to perfect and protect the Issuer's interests in
each Subsequent Home Loan and the proceeds thereof.

        (b) The  expenses and costs  relating to the delivery of the  Subsequent
Home Loans,  this Agreement and the Home Loan Purchase  Agreement shall be borne
by the Seller.

       (c)    Additional terms of the sale are set forth on Attachment A hereto.

        Section 2.    Representations and Warranties; Conditions Precedent.

        (a) The Seller hereby affirms the representations and warranties made by
it and set forth in Section 3.1 of the Home Loan Purchase  Agreement that relate
to the Seller or the  Subsequent  Home Loans as of the date  hereof.  The Seller
hereby  confirms that each of the  conditions set forth in Section 2.2(b) of the
Home Loan  Purchase  Agreement  are  satisfied as of the date hereof and further
represents  and  warrants  that  each  Subsequent  Home Loan  complies  with the
requirements  of this  Agreement  and Section  2.2(c) of the Home Loan  Purchase
Agreement.  GMACM,  as Servicer of the Subsequent  Home Loans hereby affirms the
representations and warranties made by it regarding the Subsequent Home Loans as
set forth in Section 3.1 of the Home Loan Purchase Agreement.

        (b) The Seller is  solvent,  is able to pay its debts as they become due
and has  capital  sufficient  to  carry  on its  business  and  its  obligations
hereunder;  it will not be rendered  insolvent by the  execution and delivery of
this  Instrument or by the  performance of its  obligations  hereunder nor is it
aware  of  any  pending  insolvency;  no  petition  of  bankruptcy  (or  similar
insolvency proceeding) has been filed by or against the Seller prior to the date
hereof.

        (c) All  terms  and  conditions  of the  Home  Loan  Purchase  Agreement
relating  to the  Subsequent  Home  Loans are  hereby  ratified  and  confirmed;
provided,  however,  that in the event of any  conflict the  provisions  of this
Agreement  shall  control  over the  conflicting  provisions  of the  Home  Loan
Purchase Agreement.

        Section  3.  Recordation  of  Instrument.  To the  extent  permitted  by
applicable law or a memorandum  thereof if permitted under  applicable law, this
Agreement is subject to recordation in all  appropriate  public offices for real
property  records in all of the counties or other  comparable  jurisdictions  in
which  any or all  of the  properties  subject  to  the  related  Mortgages  are
situated,  and in any other  appropriate  public  recording office or elsewhere,
such recordation to be effected by the Servicer at the  Noteholders'  expense on
direction of the Majority Noteholders or the Enhancer, but only when accompanied
by an Opinion of Counsel to the  effect  that such  recordation  materially  and
beneficially  affects the  interests  of the  Noteholders  or the Enhancer or is
necessary for the administration or servicing of the Subsequent Home Loans.

        Section  4.  GOVERNING  LAW.  THIS  INSTRUMENT  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
SUCH LAWS.

                                        2-2
<PAGE>

     Section 5.  Counterparts.  This Instrument may be executed in counterparts,
each of which, when so executed,  shall be deemed to be an original and together
shall constitute one and the same instrument.

     Section 6.  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit  of and be binding  upon the Seller and the Issuer and their  respective
successors and assigns.


                          GMAC MORTGAGE CORPORATION,
                             as Seller



                          By:
                              ---------------------------------------
                              Name:
                              Title:


                          GMACM HOME EQUITY LOAN TRUST 2001-HE1, as Issuer

                          By: WILMINGTON TRUST COMPANY,
                                 not in its individual capacity but solely as
                                 Owner Trustee



                          By:
                              ---------------------------------------
                              Name:
                              Title:



                                   Attachments

A.      Additional terms of sale.
B.      Schedule of Subsequent Home Loans.
C.      Seller's Officer's Certificate.
D.      Seller's Officer's Certificate (confirmation of Enhancer approval).



                                        2-3

<PAGE>






                      GMACM HOME EQUITY LOAN TRUST 2001-HE1

              ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT

                               ------------, ----

<TABLE>
<CAPTION>

A.
      1.   Subsequent Cut-Off Date:
      2.   Pricing Date:
      3.   Subsequent Transfer Date:
      4.   Aggregate Principal Balance of the Subsequent Home Loans as of
           the Subsequent Cut-Off Date:
      5.   Purchase Price:                                                   100.00%
B.
<S>                                                                         <C>
As to all Subsequent Home Loans:
      1.   Longest stated term to maturity:                                             months
                                                                             ----------
      2.   Minimum Loan Rate:                                                           %
                                                                             ----------
      3.   Maximum Loan Rate:                                                           %
                                                                             ----------
      4.   WAC of all Subsequent Home Loans:                                            %
                                                                             ----------
      5.   WAM of all Subsequent Home Loans:                                            %
                                                                             ----------
      6.   Largest Principal Balance:                                        $
      7.   Non-owner occupied Mortgaged Properties:                                     %
                                                                             ----------
      8.   California zip code concentrations:                                   % and      %
                                                                             ----      ----
      9.   Condominiums:                                                                %
                                                                             ----------
      10.  Single-family:                                                               %
                                                                             ----------
      11.  Weighted average term since origination:                                    %
                                                                             ----------
      12.  Principal balance of Subsequent Home Loans with respect to        $__________
           which the Mortgagor is an employee of GMACM or an affiliate of
           GMACM:
      13.  Number of Subsequent Home Loans with respect to which the
           Mortgagor is an employee of GMACM or an affiliate of GMACM:

</TABLE>
                                        2-4

<PAGE>


                                    EXHIBIT 3

                             FORM OF ADDITION NOTICE



DATE:

Wells Fargo Bank Minnesota, N.A.               Moody's Investors Service, Inc.
11000 Broken Land Parkway                      99 Church Street
Columbia, Maryland 21044                       New York, New York 10007


MBIA Insurance Corporation                     Wilmington Trust Company
113 King Street                                1100 North Market Street
Armonk, NY 10504                               Wilmington, Delaware 19890
Attention: Insured Portfolio
Management-Structured Finance
Re: GMACM Home Equity Loan Trust 2001-HE1;

Standard & Poor's, a division of The           Fitch, Inc.
McGraw-Hill Companies, Inc.                    One State Street Plaza
26 Broadway                                    New York, New York 10004
New York, New York 10004-1064



                    Re: GMACM Home Equity Loan Trust 2001-HE1

Ladies and Gentlemen:

     Pursuant to Section  2.2 of the home loan  purchase  agreement  dated as of
March 29, 2001 (the "Purchase Agreement"), among GMAC Mortgage Corporation, as a
Seller and  Servicer,  Walnut  Grove Home Equity Loan Trust  2000-A,  as Seller,
Residential Asset Mortgage Products, Inc., as Purchaser,  GMACM Home Equity Loan
Trust  2001-HE1,  as Issuer and Wells Fargo Bank  Minnesota,  N.A., as Indenture
Trustee,  the Seller has designated the Subsequent Home Loans  identified on the
Home Loan Schedule  attached hereto to be sold to the Issuer on  __________,___,
with an aggregate  Principal Balance of  $______________.  Capitalized terms not
otherwise  defined  herein have the  meaning set forth in the  Appendix A to the
indenture  dated as of March 29,  2001,  between  the Issuer  and the  Indenture
Trustee.


<PAGE>

        Please  acknowledge  your receipt of this notice by  countersigning  the
enclosed copy in the space  indicated below and returning it to the attention of
the undersigned.


                                Very truly yours,


                                            GMAC MORTGAGE CORPORATION,
                                               as Seller



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


ACKNOWLEDGED AND AGREED:

WELLS FARGO BANK MINNESOTA, N.A.,
    as Indenture Trustee



By:
    --------------------------------
    Name:
    Title:



<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                            Page


<S>                                                                                        <C>
ARTICLE I         DEFINITIONS...............................................................2

        Section 1.1   Definitions...........................................................2

        Section 1.2   Other Definitional Provisions.........................................2

ARTICLE II        SALE OF HOME LOANS AND RELATED PROVISIONS.................................3

        Section 2.1   Sale of Initial Home Loans............................................3

        Section 2.2   Sale of Subsequent Home Loans.........................................6

        Section 2.3   Payment of Purchase Price.............................................9

ARTICLE III       REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH......................10

        Section 3.1   Seller Representations and Warranties................................10

ARTICLE IV        SELLER'S COVENANTS.......................................................19

        Section 4.1   Covenants of the Seller..............................................19

ARTICLE V         SERVICING................................................................19

        Section 5.1   Servicing............................................................19

ARTICLE VI        INDEMNIFICATION BY THE SELLER WITH RESPECT TO THE MORTGAGE LOANS.........19

        Section 6.1   Indemnification with Respect to the Home Loans.......................19

        Section 6.2   Limitation on Liability of the Seller................................19

ARTICLE VII       TERMINATION..............................................................20

        Section 7.1   Termination..........................................................20

ARTICLE VIII      MISCELLANEOUS PROVISIONS.................................................20

        Section 8.1   Amendment............................................................20

        Section 8.2   GOVERNING LAW........................................................20

        Section 8.3   Notices..............................................................20

        Section 8.4   Severability of Provisions...........................................21

        Section 8.5   Relationship of Parties..............................................21

        Section 8.6   Counterparts.........................................................22

        Section 8.7   Further Agreements...................................................22

        Section 8.8   Intention of the Parties.............................................22

        Section 8.9   Successors and Assigns; Assignment of This Agreement.................22

        Section 8.10  Survival.............................................................23

        Section 8.11  Third Party Beneficiary..............................................23

<PAGE>


EXHIBIT 1  HOME LOAN SCHEDULE...............................................................0

EXHIBIT 2  FORM OF SUBSEQUENT TRANSFER AGREEMENT............................................1

EXHIBIT 3  FORM OF ADDITION NOTICE..........................................................2


</TABLE>

<PAGE>