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                             CONTRIBUTION AGREEMENT
                         DATED AS OF SEPTEMBER 20, 1996

                  This Contribution Agreement (the "Agreement") dated as of
September 20, 1996, is between Main Place Funding Corporation, a Delaware
corporation (the "Issuer"), and NationsBank, N.A. (South), a national banking
association ("NationsBank South").

                                WITNESSETH THAT:

                  WHEREAS, NationsBank South desires to transfer legal and
equitable title to certain of the mortgage notes which are listed in Exhibit A
attached hereto (the "Mortgage Notes") to the Issuer pursuant to the terms of
this Agreement.

                  NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:

                  1. CONTRIBUTION OF MORTGAGE NOTES. NationsBank South does
hereby transfer, assign, set over and otherwise convey to the Issuer all of its
right, title and interest in and to the Mortgage Notes, including all interest
and principal received or receivable by it on or with respect to the Mortgage
Notes after the date of this Agreement, together with all of its right, title
and interest in and to the proceeds of any related title, hazard, private
mortgage or other insurance policies.

                  At the direction of the Issuer, NationsBank South hereby
delivers to the Trustee or the Custodian all documents, instruments and
agreements required to be delivered by the Issuer to the Trustee or the
Custodian, respectively, under the Indenture of Trust dated as of October 31,
1995, (the "Indenture"), between the issuer and First Trust National
Association, as trustee (the "Trustee"), relating to the issuance by the Issuer
of its Mortgage-Backed Bonds, Series 1995-2 Due 2000. Terms used without
definition herein shall have the respective meanings assigned to them in the
Indenture.

                  2. REPRESENTATIONS AND WARRANTIES. NationsBank South hereby
represents and warrants to the Issuer as of the date of this Agreement (unless
otherwise indicated) that:

                           (i) the information set forth with respect to the
                  Mortgage Notes in Exhibit A hereto is true and correct in all
                  material respects at the date or dates respecting which such
                  information is furnished as specified therein;

                           (ii) NationsBank South is the sole owner and holder
                  of each Mortgage Note, free and clear of any and all liens,
                  pledges, charges or security interests of any nature and has
                  full right and authority to sell and assign the same;

                           (iii) each Mortgage Note is either an Eligible
                  Adjustable-Rate Mortgage Note or an Eligible Fixed-Rate
                  Mortgage Note, as applicable, and all of the Mortgage Notes,
                  individually and collectively, are Eligible Mortgage Notes;


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                           (iv) to the best of NationsBank South's knowledge,
                  all taxes, governmental assessments, insurance premiums, and
                  water, sewer and municipal charges previously due and owing
                  have been paid, or an escrow of funds in an amount sufficient
                  to pay for every such item which remains unpaid has been
                  established to the extent permitted by law; and NationsBank
                  South has not advanced funds, directly or indirectly, for the
                  payment of any amount required by any Mortgage, except for
                  interest accruing from the date of related Mortgage note or
                  date of disbursement of any Mortgage Note proceeds, whichever
                  is later, to the date which precedes by 30 days the first due
                  date under any related Mortgage Note;

                           (v) to the best of NationsBank South's knowledge,
                  there is no proceeding pending or threatened for the total or
                  partial condemnation of any Mortgaged Property and any
                  Mortgaged Property is undamaged by water, fire, earthquake or
                  earth movement, windstorm, flood, tornado or similar casualty
                  (excluding casualty from the presence of hazardous wastes or
                  hazardous substances, as to which NationsBank South makes no
                  representation), so as to affect adversely the value of any
                  Mortgaged Property as security for any Mortgage Note or the
                  use for which such premises were intended;

                           (vi) each Mortgage Note meets, or is exempt from,
                  applicable state or federal laws, regulations and other
                  requirements pertaining to usury, and such Mortgage Note is
                  not usurious; any and all requirements of any federal, state
                  or local law with respect to the origination of the Mortgage
                  Notes including, without limitation, truth-in-lending, real
                  estate settlement procedures, consumer credit protection,
                  equal credit opportunity or disclosure laws applicable to the
                  Mortgage notes have been complied with;

                           (vii) each Mortgage Note, related Mortgage and other
                  agreements executed in connection therewith are genuine, and
                  each is the legal, valid and binding obligation of the maker
                  thereof, enforceable in accordance with its terms except as
                  such enforcement may be limited by bankruptcy, insolvency,
                  reorganization or other similar laws affecting the enforcement
                  of creditors' rights generally and by general equity
                  principles (regardless of whether such enforcement is
                  considered in a proceeding in equity or at law); and, to the
                  best of NationsBank South's knowledge, all parties to each
                  Mortgage Note had legal capacity to execute each such Mortgage
                  Note and each such Mortgage Note has been duly and properly
                  executed by the mortgagor;

                           (viii) the Mortgaged Property securing each Mortgage
                  Note is insured by an insurer acceptable to FNMA or FHLMC
                  against loss by fire and such hazards as are covered under a
                  standard extended coverage endorsement, in an amount which is
                  not less than the lesser of 100% of the insurable value of the
                  Mortgaged Property and the outstanding principal balance of
                  the Mortgage Note, but in no event less than the minimum
                  amount necessary to fully compensate for any damage or loss on
                  a replacement cost basis; if the Mortgaged Property is a
                  condominium


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                  unit, it is included under the coverage afforded by a blanket
                  policy for the project; if upon origination of the Mortgage
                  Note, the improvements on the Mortgaged Property were in an
                  area indemnified in the Federal Register by the Federal
                  Emergency Management Agency as having special flood hazards, a
                  flood insurance policy meeting the requirements of the current
                  guidelines of the Federal Insurance Administration is in
                  effect with a generally acceptable insurance carrier, in an
                  amount representing coverage not less than the least of (A)
                  the outstanding principal balance of the Mortgage Note, (B)
                  the full insurable value and (C) the maximum amount of
                  insurance which was available under the Flood Disaster
                  Protection Act of 1973; and each Mortgage obligates the
                  mortgagor thereunder to maintain all such insurance at the
                  mortgagor's cost and expense;

                           (ix) to the best of the NationsBank South's
                  knowledge, there is no default, breach, violation or event of
                  acceleration existing under any Mortgage or the related
                  Mortgage Note and no event which, with the passage of time or
                  with notice and the expiration of any grace or cure period,
                  would constitute a default, breach, violation or event of
                  acceleration; NationsBank South has not waived any default,
                  breach, violation or event of acceleration; no foreclosure
                  action is threatened or has been commenced by NationsBank
                  South with respect to any Mortgage Note;

                           (x) each Mortgage contains customary and enforceable
                  provisions such as to render the rights and remedies of the
                  holder thereof adequate for the realization against the
                  Mortgaged Property of the benefits of the security, including
                  realization by judicial foreclosure (subject to any limitation
                  arising from any bankruptcy, insolvency or other law for the
                  relief of debtors), and there is no homestead or other law for
                  the relief of debtors), and there is no homestead or other
                  exemption available to the mortgagor which would interfere
                  with such right of foreclosure; and

                           (xi) to the best of NationsBank South's knowledge, no
                  mortgagor is a debtor in any state or federal bankruptcy or
                  insolvency proceeding.

                  No representations or warranties are made by NationsBank South
as to the absence or effect of hazardous wastes or hazardous substances on any
of the Mortgaged Properties or on the lien of any Mortgage or with respect to
the absence or effect of fraud in the origination of any Mortgage Note, and any
loss or liability resulting from the presence or effect of such hazardous
wastes, hazardous substances or fraud will be borne solely by the Issuer.

                  3. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to principles of conflicts of law.

                  4. COUNTERPARTS. This Agreement may be executed in a number of
counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.

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                  IN WITNESS WHEREOF, the Issuer and NationsBank South have
caused this Agreement to be duly executed by their respective officers as of the
day and year first above written.

                                    MAIN PLACE FUNDING CORPORATION


                                    By: /s/ John E. Mack
                                          Name:       John E. Mack
                                          Title:      President and Treasurer

                                    NATIONSBANK, N.A. (SOUTH)


                                    By: /s/ John E. Mack
                                          Name:       John E. Mack
                                          Title:      Senior Vice President




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