Exhibit 10.b



                           SECOND AMENDED AND RESTATED


                           MASTER REPURCHASE AGREEMENT


                             Dated January 30, 2002


                                     Between

                          LEHMAN COMMERCIAL PAPER INC.,

                                    as Buyer

                                       and

                        GREEN TREE FINANCE CORP. - FIVE,
                                    as Seller

1.       APPLICABILITY

         From time to time for the period from the date hereof until September
30, 2003, the parties hereto may, subject to the terms hereof, enter into
transactions in which Green Tree Finance Corp.- Five ("Seller") agrees to
transfer to Lehman Commercial Paper Inc. ("Buyer") certain Eligible Assets
against the transfer of funds by Buyer, with a simultaneous agreement by Buyer
to transfer to Seller such Eligible Assets at a date certain not later than
September 30, 2003, as specified in the related Confirmation, against the
transfer of funds by Seller. Each such transaction shall be referred to herein
as a "Transaction" and shall be governed by this Agreement and the related
Confirmation, unless otherwise agreed in writing. Each Transaction shall be
limited to a maximum of 30 days (unless otherwise specified by Confirmation),
after which, subject to Section 20, Buyer and Seller may agree to roll such
Transaction for a period of up to 30 days (unless otherwise specified by
Confirmation). This Agreement amends and restates and supersedes in its entirety
the Amended and Restated Master Repurchase Agreement dated as of May 9, 2000
between the parties hereto, as previously amended to the date hereof. Buyer has
entered into this Agreement in consideration of the mutual agreements
hereinafter set forth, the completion of the Exchange Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged.

2.       DEFINITIONS

         "Act of Insolvency" means, with respect to any party and its
Affiliates: (i) the filing of a petition, commencing, or authorizing the
commencement of any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar law relating to the

<PAGE>

protection of creditors, or suffering any such petition or proceeding to be
commenced by another which is consented to, not timely contested or results in
entry of an order for relief; (ii) the seeking the appointment of a receiver,
trustee, custodian or similar official for such party or an Affiliate or any
substantial part of the property of either; (iii) the appointment of a receiver,
conservator, or manager for such party or an Affiliate by any governmental
agency or authority having the jurisdiction to do so; (iv) the making or
offering by such party or an Affiliate of a composition with its creditors or a
general assignment for the benefit of creditors; (v) the admission by such party
or an Affiliate of such party of its inability to pay its debts or discharge its
obligations as they become due or mature; or (vi) that any governmental
authority or agency or any person, agency or entity acting or purporting to act
under governmental authority shall have taken any action to condemn, seize or
appropriate, or to assume custody or control of, all or any substantial part of
the property of such party or of any of its Affiliates, or shall have taken any
action to displace the management of such party or of any of its Affiliates or
to curtail its authority in the conduct of the business of such party or of any
of its Affiliates.

         "Additional Eligible Assets" has the meaning specified in Section 4(a).

         "Affiliate" means an affiliate of a party as such term is defined in
the United States Bankruptcy Code in effect from time to time.

         "Agreement" means this Second Amended and Restated Master Repurchase
Agreement between Buyer and Seller, as amended from time to time.

         "Applicable Margin" means (i) in respect of Home Equity Loans, 0.85%
per annum, provided, however, that in respect of Home Equity Loans that are Wet
Home Equity Loans such percentage shall be increased to 1.1% per annum; (ii) in
respect of High LTV Home Equity Loans, 1.0% per annum, provided, however, that
in respect of High LTV Home Equity Loans that are Wet High LTV Home Equity Loans
such percentage shall be increased to 1.25% per annum; (iii) in respect of Home
Improvement Loans, 0.85% per annum, provided, however, that in respect of Home
Improvement Loans that are Wet Home Improvement Loans such percentage shall be
increased to 1.1% per annum; (iv) in respect of Manufacturing Housing Contracts,
0.85% per annum; provided, however, that in respect of Manufacturing Housing
Contracts that are Wet Manufacturing Housing Contracts such percentage shall be
increased to 1.1% per annum; and (v) in respect of Esoteric Assets, 1.5 % per
annum until and including June 30, 2002 and 3.0% per annum from and including
July 1, 2002.

         "Asset Assignment Agreement" means the Asset Assignment Agreement,
dated as of February 13, 1998, between Green Tree Residual and Lehman ALI Inc.
(as the assignee of Buyer), as amended.

         "Business Day" means a day other than (i) a Saturday or Sunday, or (ii)
a day on which Buyer or the New York Stock Exchange is authorized or obligated
by law or executive order to be closed and, if the applicable Business Day
related to notices, determinations, fundings and payments in connections with
the LIBO Rate, a day on which dealings in U.S. dollar deposits are also carried
on in the London interbank market.

         "Buyer" has the meaning specified in Section 1.

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<PAGE>


         "Collateral Amount" means, with respect to any Transaction, the amount
obtained by application of the applicable Collateral Amount Percentage to the
Repurchase Price for such Transaction.

         "Collateral Amount Percentage" means the amount set forth in the
Confirmation which, in any event, (i) shall not be less than 103% with respect
to Home Equity Loans in determining whether a Collateral Deficit exists pursuant
to the first sentence of Section 4(a) hereof, (ii) (a) shall not be less than
110% with respect to Insured Home Improvement Loans in determining whether a
Collateral Deficit exists pursuant to the first sentence of Section 4(a) hereof,
(b) shall not be less than 115% with respect to Uninsured Home Improvement Loans
in determining whether a Collateral Deficit exists pursuant to the first
sentence of Section 4(a) hereof, (iii) shall not be less than 110% with respect
to loans arising under Retail Installment Contracts in determining whether a
Collateral Deficit exists pursuant to the first sentence of Section 4(a) hereof,
(iv) shall not be less than 115% with respect to High LTV Home Equity Loans in
determining whether a Collateral Deficit exists pursuant to the first sentence
of Section 4(a) hereof, (v) shall not be less than 105% with respect to
Manufactured Housing Contracts in determining whether a Collateral Deficit
exists pursuant to the first sentence of Section 4(a) hereof, (vi) shall not be
less than 143% with respect to Vehicle Leases in determining whether a
Collateral Deficit exists pursuant to the first sentence of Section 4(a) hereof,
(vii) shall not be less than 161% with respect to Floor Plan Assets in
determining whether a Collateral Deficit exists pursuant to the first sentence
of Section 4(a) hereof and (viii) shall not be less than 110% with respect to
HELOCs in determining whether a Collateral Deficit exists pursuant to the first
sentence of Section 4(a) hereof.

         "Collateral Deficit" has the meaning specified in Section 4(a).

         "Confirmation" has the meaning specified in Section 3(a).

         "Conseco" refers to Conseco Finance Corp., formerly known as Green Tree
Financial Corporation.

         "Consumer Products" refers to consumer goods consisting of motorcycles,
marine products (including boats, boat trailers and outboard motors), pianos and
organs, horse trailers, sport vehicles (including snowmobiles, personal
watercraft and all-terrain vehicles), trucks, personal aircraft, recreational
vehicles and any other asset as shall be acceptable to Buyer in its sole
discretion, financed by Seller pursuant to a Retail Installment Contract.

         "Credit Card Agreement" means each credit card or credit line account
agreement or other evidence of the terms and conditions pursuant to which credit
is advanced, the ownership of which is evidenced by a Trust Receipt pursuant to
the Custodial Agreement.

         "Credit Card Balances" means all amounts owing by the Obligors under a
Credit Card Agreement from time to time, that are subject to a Transaction under
this Agreement.

         "Custodial Agreement" means, collectively, the Amended and Restated
Custodial Agreement that refers to Transactions under this Agreement, by and
among Buyer, Seller and the Custodian, as the same may be amended, restated or

                                       3

<PAGE>

supplemented from time to time by Buyer and Seller and any other agreement
acknowledged by Buyer in writing specifically as constituting "Custodial
Agreements" hereunder.

         "Custodial Delivery" means the form executed by Seller in order to
deliver the Loan File to Buyer or its designee (including the Custodian)
pursuant to Section 7.

         "Custodian" means the custodian under the Custodial Agreement. The
initial custodian is U.S. Bank National Association.

         "Effective Date" refers to the effective date of this Agreement which
shall be January 30, 2002.

         "Electronic Ledger" means the electronic master record of loans of
Seller.

         "Eligible Assets" means Home Improvement Loans, Home Equity Loans,
Manufactured Housing Contracts, High LTV Home Equity Loans and, to the extent
permitted under this Agreement, Esoteric Assets; provided, however, that
"Eligible Assets" constituting "chattel paper" under the UCC (including but not
limited to all Retail Installment Contracts) shall no longer constitute Eligible
Assets if the related Loan Files have not been delivered to the Custodian within
60 days of the Purchase Date thereof. Notwithstanding any references herein,
Credit Card Balances, Equipment Leases and Asset Based Lending Contracts shall
not be Eligible Assets for any purposes hereunder from and after the Effective
Date.

         "Equipment" means the equipment that is the subject of the related
Equipment Lease.

         "Equipment Lease" means a lease of Equipment to an Obligor originated
by Conseco in accordance with its underwriting guidelines, that is subject to a
Transaction under this Agreement.

         "Esoteric Asset Maximum Purchase Price" means the following amount for
each of the following dates:

<TABLE>
<S>                                                                                                    <C>

For Repurchase Dates occurring on or after January 30, 2002, but prior to March 1, 2002................$90,600,000
For Repurchase Dates occurring on or after March 1, 2002 but prior to April 1, 2002.................... 88,600,000
For Repurchase Dates occurring on or after April 1, 2002 but prior to May 1, 2002.......................86,600,000
For Repurchase Dates occurring on or after May 1, 2002 but prior to June 1, 2002........................84,600,000
For Repurchase Dates occurring on or after June 1, 2002 but prior to July 1, 2002.......................82,600,000
For Repurchase Dates occurring on or after July 1, 2002 but prior to August 1, 2002.....................80,600,000
For Repurchase Dates occurring on or after August 1, 2002 but prior to September 1, 2002................78,600,000
For Repurchase Dates occurring on or after September 1, 2002 but prior to October 1, 2002...............76,600,000
For Repurchase Dates occurring on or after October 1, 2002 but prior to November 1, 2002................74,600,000
For Repurchase Dates occurring on or after November 1, 2002 but prior to December 1, 2002...............72,600,000
For Repurchase Dates occurring on or after December 1, 2002 but prior to June 30, 2003.................$50,000,000
For Repurchase Dates occurring on or after June 30, 2003........................................................$0
</TABLE>

         "Esoteric Assets" means collectively Purchased Eligible Assets that are
either Vehicle Leases, Retail Installment Contracts, Floorplan Assets or HELOCs
and in each case that are listed on the Effective Date on Schedule A hereto. No
additional assets that would otherwise meet the description of Esoteric Assets
and that are not listed on Schedule A hereto on the Effective Date shall be
Eligible Assets hereunder.

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<PAGE>


         "Event of Default" has the meaning specified in Section 13.

         "Exchange Agreement" means the Exchange Agreement dated as of January
30, 2002, between Lehman Brothers Holdings Inc. and Conseco, Inc.

         "Fee Letter" means the Fee Letter dated January 30, 2002, among Lehman
ALI, Inc., Conseco Finance Corp. and Lehman Brothers Holdings Inc., as amended
from time to time.

         "FHA" means the Federal Housing Administration, an agency within HUD.

         "FHA Insurance" means the credit insurance provided by FHA pursuant to
Title I of the National Housing Act, as evidenced by the Company's FHA contract
of insurance.

         "Floor Plan Assets" refers to the floor plan certificates that are
included in the Esoteric Assets listed on Schedule A hereto.

         "Green Tree Residual" means Green Tree Residual Finance Corp. I and any
successor thereto.

         "Guarantor" means Conseco Finance Corp. and any successor thereto.

         "Hedge" means, with respect to any or all of the Eligible Assets, any
interest rate swap, cap or collar agreement or similar arrangements providing
for protection against fluctuations in interest rates or the exchange of nominal
interest obligations, either generally or under specific contingencies, entered
into by Seller, and reasonably acceptable to Buyer.

         "High LTV Home Equity Loans" means the fixed rate mortgage loans
secured by first or second liens on single family residential real property
(including, without limitation, condominiums and planned unit developments) that
upon origination have a Loan-to-Value ratio greater than 95%, but not exceeding
125%.

         "Home Equity Line of Credit" or "HELOC" refers to the revolving,
variable rate mortgage loans secured by first or second liens on single family
residential property (including, without limitation, condominiums and planned
unit developments) that are included in the Esoteric Assets listed on Schedule A
hereto.

         "Home Equity Loan File" refers to the Loan File described in the
Custodial Agreement.

         "Home Equity Loans" refers to the fixed rate mortgage loans secured by
first or second liens on single family residential real property (including,
without limitation, condominiums and planned unit developments).

         "Home Improvement Loan File" refers to the Loan File described in the
Custodial Agreement.

         "Home Improvement Loans" refers to both Insured Home Improvement Loans
and Uninsured Home Improvement Loans.

                                       5

<PAGE>


         "HUD" means the United States Department of Housing and Urban
Development.

         "Income" means, with respect to any Eligible Asset at any time, any
principal thereof then payable and all interest, dividends or other
distributions payable thereon less any related servicing fee(s) charged by the
Servicer.

         "Indebtedness" means all amounts due to Buyer or any assignee thereof
pursuant to this Agreement and all amounts due to Buyer or any Affiliate of
Buyer, from Seller, Conseco or any Affiliate of Conseco under any agreement
(including but not limited to the Asset Assignment Agreement, the Repurchase
Facility (Residual Corp.), the NIMS Trust Agreement and the Fee Letter), and in
each case whether constituting principal, interest, penalty amounts, fees,
expenses or any other amounts due and payable to Buyer or any Affiliate of Buyer
thereunder.

         "Insured Home Improvement Loans" means first, second and third lien or,
to the extent permitted hereby, unsecured home improvement retail installment
contracts, and related promissory notes, insured under the FHA's Title I
Program, and including without limitation, all rights to receive payments which
are due pursuant thereto and all other proceeds thereof (including any recourse
rights against third persons) from and after the related Purchase Date, but
excluding any rights to receive payments which are due prior to the related
Purchase Date.

         "Land-and-Home Contract" refers to a Manufactured Housing Contract that
is secured by a mortgage or deed of trust on real estate on which the related
manufactured home is situated, and which manufactured home is considered or
classified as part of the real estate under the laws of the jurisdiction in
which it is located.

         "Land-and-Home Contract File" refers to the Loan File described in the
Custodial Agreement.

         "Lease File" refers to the Loan File described in the Custodial
Agreement.

         "LIBO Rate" means, with respect to any Purchase Date, and for each
30-day period thereafter, the rate determined by Buyer to be the offered rate
for one-month deposits in United States dollars that appears on the Dow Jones
Markets Telerate Page 3750 as of 11:00 a.m., London time, on the second full
Business Day next preceding the first day of such Purchase Date or period. In
the event that such rate does not appear on the Dow Jones Markets Telerate Page
3750 (or otherwise on the Dow Jones Markets screen), the LIBO Rate for the
purposes of this definition shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be
selected by Buyer.

         "Limited Guaranty" refers to the Amended and Restated Limited Guaranty
provided in accordance with Section 15 and substantially in the form attached
hereto as Exhibit X.

         "List of Contracts" means the list identifying each Purchased Eligible
Asset sold hereunder, which list (a) identifies each Home Equity Loan, Home
Improvement Loan, Manufactured Housing Contract, or Esoteric Asset and (b) sets
forth as to each Purchased Eligible Asset (i) the principal balance, (ii) the
amount of monthly payments due from the Obligor, (iii) the contract rate and
(iv) the maturity date.

                                       6

<PAGE>


         "Loan Files" means, collectively, the Home Equity Loan Files, the Home
Improvement Loan Files, the Manufactured Housing Chattel Paper Contract Files,
the Land-and-Home Contract Files and the Lease Files.

         "Manufactured Housing Chattel Paper Contract File" refers to the Loan
File described in the Custodial Agreement.

         "Manufactured Housing Contracts" refer to sales contracts and loan
agreements for manufactured housing that are subject to a Transaction under this
Agreement.

         "Market Value" means as of any date with respect to any Eligible
Assets, the price at which such Eligible Assets could readily be sold as
determined by Buyer in its sole discretion pursuant to Section 4; provided,
however, that Buyer shall not take into account, for purposes of calculating
Market Value, any Eligible Asset (i) which has been subject to Transactions for
more than 180 days (except in the case of Esoteric Assets), (ii) which fails to
meet Seller's underwriting guidelines or with respect to which there is a breach
of a representation, warranty or covenant made by Seller in this Agreement and
which breach has not been cured, (iii) which is a Wet High LTV Home Equity Loan,
a Wet Home Equity Loan, a Wet Home Improvement Loan or a Wet Manufactured
Housing Contract with respect to which the related Loan File has not been
delivered to the Custodian within 10 Business Days (or 21 calendar days in the
case of a Wet Manufactured Housing Contract described in clause (ii) of the
definition thereof) of the Purchase Date hereunder or (iv) which is more than 30
days delinquent. Without otherwise affecting Buyer's discretion to determine the
Market Value of the Purchased Eligible Assets, in the event the floor plan
business is sold, or the Floor Plan Assets are no longer owned by Conseco or one
of its Affiliates or if Conseco or one of its Affiliates no longer services the
Floor Plan Assets, the Market Value of the Floor Plan Assets will thereafter be
deemed to be zero.

         "Material Adverse Change" means a material adverse change in or effect
upon the condition (financial or otherwise), business, performance, operations,
properties, profits or prospects of any specified Person, and, in the case of
Seller, shall also include any such material adverse change or effect upon (i)
the legality, validity or enforceability of this Agreement or the Custodial
Agreement or (ii) the Purchased Eligible Assets.

         "Mortgage" means a mortgage, deed of trust, deed to secure debt or
other instrument, creating a valid and enforceable first or second lien on or a
first or second priority ownership interest in an estate in fee simple in real
property and the improvements thereon, securing a mortgage note or similar
evidence of indebtedness.

         "Mortgage Note" means a note or other evidence of indebtedness of a
mortgagor secured by a Mortgage.

         "NIMS Trust Agreement" means the Trust Agreement, dated as of September
1, 2001, among Conseco Finance Net Interest Margin Finance Corp. I, Conseco
Finance Net Interest Margin Finance Corp. II, Conseco Finance Corp. and
Wilmington Trust Company.

         "Non-Esoteric Eligible Asset" refers, as of any date of determination,
to all Eligible Assets then subject to Transactions other than the Esoteric
Assets.

                                       7

<PAGE>


         "Obligor" means a buyer of a Consumer Product or a home improvement or
a borrower on a Home Equity Loan or a lessee and any other party obligated under
the related Vehicle Lease or any other Person who is indebted under the related
Eligible Asset.

         "Periodic Payment" has the meaning specified in Section 5(b).

         "Person" means an individual, partnership, corporation, joint stock
company, trust or unincorporated organization or a governmental agency or
political subdivision thereof.

         "Price Differential" means, with respect to any Transaction hereunder
as of any date, the aggregate amount obtained by daily application of the
Pricing Rate for such Transaction to the Purchase Price for such Transaction on
a 360 day per year basis for the actual number of days during the period
commencing on (and including) the Purchase Date for such Transaction and ending
on (but excluding) the Repurchase Date (reduced by any amount of such Price
Differential previously paid by Seller to Buyer with respect to such
Transaction).

         "Pricing Rate" means in respect of Purchased Eligible Assets, the sum
of the Applicable Margin and the LIBO Rate.

         "Prime Rate" means, as of any date, the rate of interest published by
The Wall Street Journal, northeast edition, as the "prime rate" of Citibank,
N.A.

         "Purchase Date" means the date on which Purchased Eligible Assets are
transferred by Seller to Buyer or its designee (including the Custodian) as
specified in the Confirmation.

         "Purchased Eligible Assets" means the Eligible Assets (including any
Additional Eligible Assets) sold by Seller to Buyer in a Transaction, any
Additional Eligible Assets and any Substituted Eligible Assets.

         "Purchase Price" means, on each Purchase Date, the price at which
Purchased Eligible Assets are transferred by Seller to Buyer or its designee
(including the Custodian); provided, however, that (i) the Purchase Price of any
Home Equity Loan shall not in any event exceed 95% of the principal amount
thereof, (ii) the Purchase Price of any High LTV Home Equity Loan shall not in
any event exceed 85% of the principal amount thereof, (iii) the Purchase Price
of any Insured Home Improvement Loan shall not in any event exceed 90% of the
principal amount thereof, (iv) the Purchase Price of any Uninsured Home
Improvement Loan shall not in any event exceed 90% of the principal amount
thereof, (v) the Purchase Price of any Retail Installment Contract shall not in
any event exceed 90% of the principal amount thereof, (vi) the Purchase Price of
any Manufactured Housing Contract shall not in any event exceed 95% of the
principal amount thereof, (vii) the Purchase Price of any Vehicle Lease shall
not in any event exceed 70% of the net discounted present value determined at
Buyer's reasonable discretion of all rents to be paid under such Vehicle Lease
(without taking into account the residual value under such Vehicle Lease),
(viii) the Purchase Price of any Floor Plan Asset shall not in any event exceed
62.5% of the principal amount thereof and (ix) the Purchase Price of any HELOC
shall not exceed 90% of the principal amount thereof.

         "Replacement Eligible Assets" has the meaning specified in Section
14(b)(ii).

                                       8

<PAGE>


         "Repurchase Facility (Residual Corp.)" means the Master Repurchase
Agreement, dated as of September 29, 1999, between Green Tree Residual and
Lehman Brothers Inc. and acknowledged and agreed to by Conseco, as amended.

         "Repurchase Date" means the date on which Seller is to repurchase the
Purchased Eligible Assets from Buyer which initially will be the first Business
Day of the next succeeding month, including any date determined by application
of the provisions of Sections 3 or 13, as specified in the Confirmation;
provided, however, that in no event shall such date be more than 30 days after
the Purchase Date; provided, further, that the Repurchase Date in respect of
Esoteric Assets shall be no later than June 30, 2003; and provided, further,
that the Repurchase Date in respect of the Non-Esoteric Eligible Assets shall be
no later than September 30, 2003.

         "Repurchase Price" means the price at which Purchased Eligible Assets
are to be transferred from Buyer or its designee (including the Custodian) to
Seller upon termination of a Transaction, which will be determined in each case
(including Transactions terminable upon demand) as the sum of the Purchase Price
and the Price Differential as of the date of such determination decreased by all
cash, Income and Periodic Payments actually received by Buyer pursuant to
Sections 4(a), 5(a) and 5(b), respectively (unless otherwise specified by
Confirmation).

         "Retail Installment Contract" means any retail installment contract
which finances a purchase of a Consumer Product, all rights to receive payments
which are due pursuant thereto, and any "purchase money security interest" (as
defined in the Uniform Commercial Code) created in favor of Seller in the
Consumer Product financed thereunder, and that is subject to a Transaction under
this Agreement.

         "Seller" has the meaning specified in Section 1.

         "Servicing Agreement" means the servicing obligations of Conseco set
forth in Section 25.

         "Servicing Records" has the meaning specified in Section 25.

         "Substituted Eligible Assets" means any Eligible Assets substituted for
Purchased Eligible Assets in accordance with Section 9 hereof.

         "Title I Program" means the Title I insurance program of the FHA.

         "Transaction" has the meaning specified in Section 1.

         "Trust Receipt" means a trust receipt issued by Custodian to Buyer
confirming the Custodian's possession of certain asset files which are the
property of and held by Custodian for the benefit of Buyer or the registered
holder of such trust receipt.

         "UCC" means the Uniform Commercial Code, as in effect from time to time
in the relevant jurisdiction.

                                       9

<PAGE>


         "Umbrella Agreement" means the Amended and Restated Agreement dated as
of January 30, 2002, by and among Conseco Finance Corp., Conseco, Inc., CIHC,
Incorporated, Green Tree Residual, Seller and Lehman Brothers Holdings Inc.

         "Uninsured Home Improvement Loans" means first, second and third lien
home improvement retail installment contracts, and related promissory notes
(none of which are insured under the FHA's Title I Program) and including
without limitation, all rights to receive payments which are due pursuant
thereto and all other proceeds thereof (including any recourse rights against
third persons) from and after the related Purchase Date, but excluding any
rights to receive payments which are due prior to the related Purchase Date.

         "Vehicle" means a truck or other commercial vehicle that is the subject
of the related Vehicle Lease.

         "Vehicle Lease" means an open-ended lease of a Vehicle to an Obligor
originated by Conseco or an Affiliate of Conseco in accordance with Conseco's
underwriting guidelines, that is subject to a Transaction under this Agreement
and that is included in the Esoteric Assets listed on Schedule A hereto. Vehicle
Leases may be held as Purchased Eligible Assets in the form of units of
beneficial interest in a titling trust.

         "Wet High LTV Home Equity Loans" means those High LTV Home Equity Loans
for which the related Loan Files have not been delivered to the Custodian as of
the Purchase Date.

         "Wet Home Equity Loans" means those Home Equity Loans for which the
related Loan Files have not been delivered to the Custodian as of the Purchase
Date.

         "Wet Home Improvement Loans" means those Home Improvement Loans for
which the related Loan Files have not been delivered to the Custodian as of the
Purchase Date.

         "Wet Manufactured Housing Contracts" means those Manufactured Housing
Contracts: (i) that do not constitute "chattel paper" under the UCC for which
the related Loan Files have not been delivered to the Custodian as of the
Purchase Date; or (ii) that constitute "chattel paper" under the UCC and whose
Purchase Date is on or after February 1, 2001, for which the related Loan Files
have not been delivered to the Custodian within 10 Business Days after the
Purchase Date.

3.       INITIATION; CONFIRMATION; TERMINATION;
         MAXIMUM TRANSACTION AMOUNTS

         a. On the terms and subject to the conditions contained in this
Agreement and upon receipt of a notice by Seller (a "Transaction Request"),
Buyer agrees to enter into Transactions to purchase Non-Esoteric Eligible Assets
during the period from the Effective Date to September 30, 2003 for a Purchase
Price not to exceed in the aggregate for all Non-Esoteric Eligible Assets
$500,000,000 minus the lesser of (x) the then current Esoteric Asset Maximum
Purchase Price and (y) the aggregate outstanding Repurchase Price for all
outstanding Esoteric Asset Transactions; provided, however, that Buyer shall not
be committed to purchase Home Improvement Loans for a Purchase Price exceeding

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<PAGE>

$150,000,000 in the aggregate and shall not be committed to purchase High LTV
Home Equity Loans for a Purchase Price exceeding in the aggregate the lesser of
(x) $150,000,000 and (y) 20% of the aggregate outstanding Repurchase Price for
all Transactions hereunder; provided, further, that an agreement to enter into a
Transaction may be entered into orally or in writing at the initiation of either
Buyer or Seller for Non-Esoteric Eligible Assets in amounts in excess of
$500,000,000 minus the lesser of (x) the Esoteric Asset Maximum Purchase Price
and (y) the aggregate outstanding Repurchase Price for all Esoteric Asset
Transactions. Further, on the terms and subject to the conditions contained in
this Agreement, Buyer agrees to enter into Transactions to purchase Esoteric
Assets during the period from the Effective Date to June 1, 2003 for a Purchase
Price not to exceed the then current Esoteric Asset Maximum Purchase Price in
the aggregate for all Esoteric Assets. In any event, Buyer shall confirm the
terms of each Transaction by issuing a written confirmation to Seller promptly
after the parties enter into such Transaction in the form of Exhibit I attached
hereto (a "Confirmation"). Such Confirmation and Transaction Request shall each
describe the Purchased Eligible Assets, identify Buyer and Seller and set forth
(i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date,
unless the Transaction is to be terminable on demand, (iv) the applicable
Collateral Amount Percentages with respect to such Eligible Assets and (v) in
the case of the Confirmation, additional terms or conditions not inconsistent
with this Agreement. Seller shall, subject to the provisions of subsection (c)
below, sign the Confirmation and promptly return it to Buyer. The Purchase Price
for any Transactions shall exceed $1,000,000. Each Transaction hereunder
involving Esoteric Assets (an "Esoteric Asset Transaction") will include only
Esoteric Assets (except to the extent provided for Additional Eligible Assets in
Section 4(a)) and will be considered a separate Transaction from any others then
outstanding involving other Eligible Assets.

         b. Any Confirmation by Buyer shall be deemed to have been received by
Seller on the date actually received by Seller.

         c. Each Confirmation, together with this Agreement, shall be conclusive
evidence of the terms of the Transaction(s) covered thereby unless objected to
in writing by Seller no more than two (2) Business Days after the date the
Confirmation was received by Seller or unless a corrected Confirmation is sent
by Buyer. An objection sent by Seller must state specifically that such writing
is an objection, must specify the provision(s) being objected to by Seller, must
set forth such provision(s) in the manner that Seller believes they should be
stated, and must be received by Buyer no more than two (2) Business Days after
the Confirmation was received by Seller.

         d. In the case of Transactions terminable upon demand, such demand
shall be made by Buyer or Seller by telephone or otherwise (confirmed by fax),
no later than 1:00 p.m. (New York City time) on the Business Day prior to the
day on which such termination will be effective.

         e. On the Repurchase Date, termination of the Transaction will be
effected by transfer to Seller or its designee of the Purchased Eligible Assets
(and any Income in respect thereof received by Buyer not previously credited or
transferred to, or applied to the obligations of, Seller pursuant to Section 5)
against the simultaneous transfer of the Repurchase Price to an account of
Buyer. Seller is obligated to obtain the Loan Files related to the Transaction
from Buyer or its designee (except for those held in trust by Seller in
accordance with Section 7(h) hereof) at Seller's expense on the Repurchase Date.

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<PAGE>


         f. With respect to all Transactions hereunder, the aggregate Purchase
Price for all Purchased Eligible Assets at any one time subject to the
outstanding Transactions shall not exceed $1,200,000,000; provided, however,
that the aggregate Purchase Price for all Home Equity Loans subject to
Transactions hereunder shall not exceed $750,000,000; the aggregate Purchase
Price for all Wet High LTV Home Equity Loans, Wet Home Equity Loans, Wet Home
Improvement Loans and Wet Manufactured Housing Contracts subject to Transactions
hereunder shall not exceed the lesser of (x) $150,000,000 and (y) 30% of the
aggregate outstanding Repurchase Price for all Transactions hereunder; the
aggregate Purchase Price for all Insured Home Improvement Loans subject to
Transactions hereunder shall not exceed $750,000,000; the aggregate Purchase
Price for all Uninsured Home Improvement Loans subject to Transactions hereunder
shall not exceed $300,000,000; the aggregate Purchase Price for all Manufactured
Housing Contracts subject to Transactions hereunder shall not exceed
$500,000,000; the aggregate Purchase Price for all High LTV Home Equity Loans
subject to Transactions hereunder shall not exceed the lesser of (x)
$150,000,000 and (y) 20% of the aggregate outstanding Repurchase Price for all
Transactions hereunder; and the aggregate Purchase Price for all Esoteric Assets
subject to Transactions hereunder shall not exceed $90,600,000 subject to the
Esoteric Asset Maximum Purchase Price.

         g. At least two Business Days prior to any Purchase Date or any
substitution of Eligible Assets pursuant to Section 9, Seller shall deliver to
Buyer via electronic modem or computer tape the information related to the
Eligible Assets to be so purchased or substituted. In the case of each
Transaction, the portion of the Repurchase Price allocable to Esoteric Assets
may be prepaid by Seller on any Business Day prior to the Repurchase Date set
forth in the related Confirmation, upon 5 days' prior notice to Buyer.

         h. Seller shall use commercially reasonable efforts to obtain other
committed warehouse facilities of equal aggregate size and containing terms and
conditions similar to those in this Agreement.

4.       COLLATERAL AMOUNT MAINTENANCE

         a. If at any time the aggregate Market Value of all Purchased Eligible
Assets subject to all Transactions is less than the aggregate Collateral Amount
for all such Transactions (a "Collateral Deficit"), then Buyer may by notice to
Seller require Seller to transfer to Buyer or its designee (including the
Custodian) Eligible Assets ("Additional Eligible Assets") or cash, so that the
cash and aggregate Market Value of the Purchased Eligible Assets, including any
such Additional Eligible Assets, will thereupon equal or exceed the aggregate
Collateral Amount. In addition, a Collateral Deficit will exist at any time to
the extent that the Market Value of all Esoteric Assets subject to Transactions
is less than the aggregate Collateral Amount attributable to such Esoteric
Assets and in such event Buyer may by notice to Seller require Seller to
transfer to Buyer or its designee (including the Custodian) Additional Eligible
Assets or cash, so that the cash and aggregate Market Value of the Esoteric
Assets , plus any such Additional Eligible Assets, will thereupon equal or
exceed the aggregate Collateral Amount attributable to such Esoteric Assets.

         b. Notice required pursuant to subsection (a) above may be given by any
means of telecopier or telegraphic transmission. A notice for the payment or

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<PAGE>

delivery in respect of a Collateral Deficit received before 9:00 a.m. on a
Business Day, local time of the party receiving the notice, must be met not
later than 5:00 p.m. on the same Business Day, local time of the party receiving
the notice. Any notice given on a Business Day after 9:00 a.m., local time of
the party receiving the notice, shall be met not later than 2:00 p.m. (New York
time) on the next Business Day. The failure of Buyer, on any one or more
occasions, to exercise its rights under subsection (a) of this Section shall not
change or alter the terms and conditions to which this Agreement is subject or
limit the right of Buyer to do so at a later date. Buyer and Seller agree that a
failure or delay to exercise its rights under subsection (a) of this Section
shall not limit Buyer's rights under this Agreement or otherwise existing by law
or in any way create additional rights for Seller.

         c. In the event that Seller fails to comply with the provisions of this
Section 4, Buyer shall not enter into any additional Transactions hereunder
after the date of such failure.

5.       INCOME PAYMENTS

         a. Where a particular Transaction's term extends over an Income payment
date on the Purchased Eligible Assets subject to that Transaction such Income
shall be the property of Buyer. Notwithstanding the foregoing, Seller shall be
entitled to all Income with respect to Purchased Eligible Assets subject to
Transactions; provided, that, at any time at the instruction of Buyer including
upon the occurrence and continuance of an Event of Default, all Income with
respect to Purchased Eligible Assets subject to Transactions shall be held in a
segregated account established by the Custodian, or any other financial
institution selected by Buyer, for the benefit of Buyer and shall be distributed
to pay the Repurchase Price and other amounts due under this Agreement in the
manner provided by Buyer. In addition, Seller shall within 60 days cause the
certificates evidencing the Floor Plan Assets and the Vehicle Leases to be
registered in the name of Buyer or its nominee and shall instruct the trustee or
other paying agent to make all payments thereon to a segregated account
established by the Custodian, or any other financial institution acceptable to
Buyer, which account shall be under the control of Seller provided that Seller
and Buyer shall enter into a customary control or blocked account agreement with
the institution maintaining the account sufficient to provide Buyer with a
perfected security interest therein.

         b. Notwithstanding that Buyer and Seller intend that the Transactions
hereunder be sales to Buyer of the Purchased Eligible Assets, Seller shall pay
by wire transfer to Buyer the accreted value of the Price Differential (less any
amount of such Price Differential previously paid by Seller to Buyer)(each such
payment, a "Periodic Payment") on the Repurchase Date. The Price Differential
shall accrue, be calculated and be compounded on a daily basis for each
Purchased Eligible Asset.

         c. Buyer shall offset against the Repurchase Price of each such
Transaction all Income and Periodic Payments actually received by Buyer pursuant
to Sections 5(a) and (b), respectively.

         On the Repurchase Date for each Esoteric Asset Transaction, Seller
shall be required to repay in cash that portion of the Repurchase Price
representing the excess of such Repurchase Price over the then current Esoteric
Asset Maximum Purchase Price, and in no event will the amount represented by

                                       13

<PAGE>

such excess be rolled into new Transactions. In addition, and without in any way
derogating from Seller's obligation to pay such amounts, commencing on October
1, 2002, all Income on the Esoteric Assets shall be applied to pay down the
Repurchase Price of the outstanding Esoteric Asset Transactions as they become
due and the Purchase Price applicable to the following rolled Transaction will
be reduced by the amount of such paydown. Further, if at any time Seller desires
to sell any Esoteric Assets to a third party it shall, as a condition to the
release of such assets by Buyer, (x) if such sale occurs prior to October 1,
2002, pay down the portion of the Repurchase Price applicable to such assets in
full so that after giving effect to such payment, the Market Value of the
remaining Esoteric Assets subject to Transactions equals the Collateral Amount
attributable thereto, or (y) if such sale occurs on or after October 1, 2002, it
shall pay down the portion of the Repurchase Price equal to the greater of the
amount set for in (x) and the net proceeds of such sale, and in either event the
Purchase Price applicable to the following rolled Transaction will be reduced by
the amount of such paydown. For clarity, in no event will the Purchase Price
applicable to any Transaction exceed the amount determined by operation of the
proviso in the definition of Purchase Price hereunder, applied to various asset
classes included therein.

6.       SECURITY INTEREST

         a. Buyer and Seller intend that the Transactions hereunder be sales to
Buyer of the Purchased Eligible Assets and not loans from Buyer to Seller
secured by the Purchased Eligible Assets. However, in order to preserve Buyer's
rights under this Agreement in the event that a court or other forum
recharacterizes the Transactions hereunder as loans, and as security for the
performance by Seller of all of Seller's obligations to Buyer under this
Agreement and the Transactions entered into pursuant to this Agreement, Seller
grants to Buyer a continuing first priority security interest in the Purchased
Eligible Assets.

         b. Seller shall pay all fees and expenses associated with perfecting
Buyer's security interest in the Purchased Eligible Assets, including, without
limitation, the cost of filing financing statements under the UCC and recording
assignments of mortgage, as and when required by Buyer in its sole discretion.

         c. At the time Seller purchases a Hedge, Seller and Buyer shall enter
into a mutually acceptable agreement, which provides for the pledge and
collateral assignment of such Hedge to Buyer and provides for the netting of
obligations of Seller by Buyer under the Hedge and this Agreement. Seller
covenants to take such further actions as are necessary in order to perfect
Buyer's first priority security interest in the Hedges.

7.       PAYMENT, TRANSFER AND CUSTODY

         a. Unless otherwise mutually agreed in writing, all transfers of funds
hereunder shall be in immediately available funds.

         b. On or before each Purchase Date, Seller shall deliver or cause to be
delivered to Buyer or its designee the Custodial Delivery to the extent provided
for in the Custodial Agreement or as otherwise required by Buyer.

         c. On the Purchase Date for each Transaction, ownership of the
Purchased Eligible Assets shall be transferred to Buyer or its designee

                                       14

<PAGE>

(including the Custodian) against the simultaneous transfer of the Purchase
Price to an account of Seller specified in the Confirmation. Seller,
simultaneously with the delivery to Buyer or its designee (including the
Custodian) of the Purchased Eligible Assets relating to each Transaction hereby
sells, transfers, conveys and assigns to Buyer or its designee (including the
Custodian) without recourse, but subject to the terms of this Agreement, all the
right, title and interest of Seller in and to the Purchased Eligible Assets
together with all right, title and interest in and to the proceeds of any
related insurance policies.

         d. In connection with each sale, transfer, conveyance and assignment,
on or prior to each Purchase Date with respect to each Eligible Asset, Seller
shall deliver or cause to be delivered and released to the Custodian the related
Loan File, or shall otherwise provide for the segregation and holding of such
Loan File in such manner as Buyer and Seller may agree.

         e. In connection with each securitization or whole loan sale
disposition of any Purchased Eligible Assets, the proceeds of such sale shall be
used to pay down any outstanding Transactions.

         f. With respect to each Purchased Eligible Asset delivered by Seller to
Buyer or its designee (including the Custodian), Seller shall execute an omnibus
power of attorney substantially in the form of Exhibit II attached hereto
irrevocably appointing Buyer its attorney-in-fact with full power to, in each
case to the extent applicable, complete and record the assignment of the
Mortgage, complete the endorsement of the Mortgage Note, complete and file UCC
financing statements or Vehicle titles or assignments thereof and take such
other steps as may be necessary or desirable to enforce Buyer's rights against
such Purchased Eligible Assets, the related Loan Files and the Servicing
Records.

         g. Buyer shall deposit the Loan Files related to the Purchased Eligible
Assets with the Custodian to be maintained in accordance with the Custodial
Agreement, except to the extent otherwise agreed to by Buyer.

         h. Any Loan Files not delivered to Buyer or its designee (including the
Custodian) are and shall be held in trust by Seller or its designee for the
benefit of Buyer as the owner thereof. Seller or its designee shall maintain a
copy of the Loan File and the originals of the Loan File not delivered to Buyer
or its designee. The possession of the Loan File by Seller or its designee is at
the will of Buyer for the sole purpose of servicing the related Purchased
Eligible Assets, and such retention and possession by Seller or its designee is
in a custodial capacity only. The books and records (including, without
limitation, any computer records or tapes) of Seller or its designee shall be
marked appropriately to reflect clearly the sale of the related Purchased
Eligible Asset to Buyer. Seller or its designee (including the Custodian) shall
release its custody of the Loan File only in accordance with written
instructions from Buyer, unless such release is required as incidental to the
servicing of the Purchased Eligible Assets or is in connection with a repurchase
of any Purchased Eligible Asset by Seller.

         i. Buyer shall deliver to the Custodian all Loan Files of the Purchased
Eligible Assets.

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<PAGE>

8.       REHYPOTHECATION OR PLEDGE OF PURCHASED ELIGIBLE ASSETS

         Title to all Purchased Eligible Assets shall pass to Buyer and Buyer
shall have free and unrestricted use of all Purchased Eligible Assets. Nothing
in this Agreement shall preclude Buyer from engaging in repurchase transactions
with the Purchased Eligible Assets or otherwise pledging, repledging,
hypothecating, or rehypothecating the Purchased Eligible Assets, but no such
transaction shall relieve Buyer of its obligations to transfer Purchased
Eligible Assets to Seller pursuant to Section 3. Nothing contained in this
Agreement shall obligate Buyer to segregate any Purchased Eligible Assets
delivered to Buyer by Seller.

9.       SUBSTITUTION

         a. Subject to Section 9(b), Seller may, with prior written consent of
Buyer, with a copy to Custodian, substitute other Eligible Assets for any
Purchased Eligible Assets. Such substitution shall be made by transfer to Buyer
or its designee (including the Custodian) of the Loan File of such other
Eligible Assets (except to the extent that Buyer otherwise agrees) together with
a Custodial Delivery and transfer to Seller or its designee of the Purchased
Eligible Assets requested for release. After substitution, the substituted
Eligible Assets shall be deemed to be Purchased Eligible Assets subject to the
same Transaction as the released Eligible Assets.

         b. Notwithstanding anything to the contrary in this Agreement, Seller
may not substitute other Eligible Assets for any Purchased Eligible Assets (i)
if after taking into account such substitution, a Collateral Deficit would occur
or (ii) such substitution would cause a breach of any provision of this
Agreement.

10.      REPRESENTATIONS AND WARRANTIES

         a. Each of Buyer and Seller represents and warrants to the other that
(i) it is duly authorized to execute and deliver this Agreement, to enter into
the Transactions contemplated hereunder and to perform its obligations hereunder
and has taken all necessary action to authorize such execution, delivery and
performance; (ii) it will engage in such Transactions as principal; (iii) the
person signing this Agreement on its behalf is duly authorized to do so on its
behalf and upon execution this Agreement will create a legal, valid and binding
obligation, enforceable in accordance with its terms; (iv) no approval, consent
or authorization of the Transactions contemplated by this Agreement from any
federal, state, or local regulatory authority having jurisdiction over it is
required or, if required, such approval, consent or authorization has been or
will, prior to the Purchase Date, be obtained; (v) the execution, delivery, and
performance of this Agreement and the Transactions hereunder will not violate
any law, regulation, order, judgment, decree, ordinance, charter, by-law, or
rule applicable to it or its property or constitute a default (or an event
which, with notice or lapse of time, or both would constitute a default) under
or result in a breach of any agreement or other instrument by which it is bound
or by which any of its assets are affected; (vi) it has received approval and
authorization to enter into this Agreement and each and every Transaction
actually entered into hereunder pursuant to its internal policies and
procedures; and (vii) neither this Agreement nor any Transaction pursuant hereto
are entered into in contemplation of insolvency or with intent to hinder, delay
or defraud any creditor.

         b. Seller represents and warrants to Buyer that as of the Purchase Date
for the purchase of any Purchased Eligible Assets by Buyer from Seller and as of

                                       16

<PAGE>

the date of this Agreement and any Transaction hereunder and at all times while
this Agreement and any Transaction hereunder is in full force and effect:

               i. Organization. Seller is duly organized, validly existing and
         in good standing under the laws and regulations of the state of
         Minnesota and Seller, or a servicer on Seller's behalf, is duly
         licensed, qualified, and in good standing in every state where Seller
         transacts business and in any state where any mortgaged property is
         located if the laws of such state require licensing or qualification in
         order to conduct business of the type conducted by Seller therein.

               ii. No Litigation. There is no action, suit, proceeding,
         arbitration or investigation pending or threatened against Seller
         which, either in any one instance or in the aggregate, may result in
         any Material Adverse Change with respect to Seller, or in any material
         impairment of the right or ability of Seller to carry on its business
         substantially as now conducted, or in any material liability on the
         part of Seller, or which if adversely determined would affect the
         validity of this Agreement or any of the Purchased Eligible Assets or
         of any action taken or to be taken in connection with the obligations
         of Seller contemplated herein, or which would be likely to impair
         materially the ability of Seller to perform under the terms of this
         Agreement;

               iii. No Broker. Seller has not dealt with any broker, investment
         banker, agent, or other person, except for Buyer, who may be entitled
         to any commission or compensation in connection with the sale of
         Purchased Eligible Assets pursuant to this Agreement;

               iv. Good Title to Collateral. Purchased Eligible Assets shall be
         free and clear of any lien, encumbrance or impediment to transfer, and
         Seller has good, valid and marketable title and the right to sell and
         transfer such Purchased Eligible Assets to Buyer; provided, that
         Vehicle Leases may be held as Purchased Eligible Assets in the form of
         units of beneficial interest in a titling trust.

               v. Delivery of Loan File. With respect to each Purchased Eligible
         Asset, the Loan File and any other documents required to be delivered
         under this Agreement and the Custodial Agreement have been delivered to
         the Custodian. Seller or its designee is in possession of a complete,
         true and accurate Loan File with respect to the Purchased Eligible
         Assets, except for such documents the originals of which have been
         delivered to the Custodian.

               vi. Selection Process. The Purchased Eligible Assets were
         selected from among the outstanding assets in Seller's portfolio as to
         which the representations and warranties set forth in this Agreement
         could be made and such selection was not made in a manner so as to
         affect adversely the interests of Buyer.

               vii. Approved Seller. Seller is a HUD approved Seller. There has
         been no material detrimental finding in a HUD or other investigation of
         Seller;

               viii. No Untrue Statements. Neither this Agreement nor any
         written statement made, or any report or other document issued or

                                       17

<PAGE>

         delivered or to be issued or delivered by Seller pursuant to this
         Agreement or in connection with the transactions contemplated hereby
         contains any untrue statement of fact or omits to state a fact
         necessary to make the statements contained herein or therein not
         misleading;

               ix. Origination Practices. The origination practices with respect
         to each Eligible Asset (i) have been and are in all respects legal and
         proper in the mortgage origination business and consumer finance
         business and (ii) are in accordance with the underwriting guidelines
         previously supplied and approved by Buyer;

               x. Performance of Agreement. Seller does not believe, nor does it
         have any reason or cause to believe, that it cannot perform each and
         every covenant contained in this Agreement on its part to be performed;

               xi. Seller Not Insolvent. Seller is not, and with the passage of
         time does not expect to become, insolvent; and

               xii. No Event of Default. No Event of Default has occurred and is
         continuing hereunder.

         c. Seller represents and warrants to Buyer that each Purchased Eligible
Asset sold hereunder and each pool of Purchased Eligible Assets sold in a
Transaction hereunder, as of the related Purchase Date conform to the
representations and warranties set forth in Exhibit IV, V, VI, VII, VIII or IX
attached hereto, as applicable, and that each Eligible Asset delivered hereunder
as Additional Eligible Assets or Substituted Eligible Assets, as of the date of
such delivery, conforms to the representations and warranties set forth in
Exhibit IV, V, VI, VII, VIII or IX attached hereto, as applicable. Seller
further represents and warrants to Buyer that, as of the first Business Day of
each month, the Computer Tape with respect to each Purchased Eligible Asset is
complete, true and correct. It is understood and agreed that the representations
and warranties set forth in Exhibit IV, V, VI, VII, VIII or IX attached hereto
shall survive delivery of the respective Loan File to Buyer or its designee
(including the Custodian).

         d. On the Purchase Date for any Transaction, Buyer and Seller shall
each be deemed to have made all the foregoing representations with respect to
itself as of such Purchase Date.

11.      NEGATIVE COVENANTS OF SELLER

         On and as of the date of this Agreement and each Purchase Date and
until this Agreement is no longer in force with respect to any Transaction,
Seller covenants that it will not:

         a. take any action which would directly or indirectly impair or
adversely affect Buyer's title to or the value of the Purchased Eligible Assets;

         b. pledge, assign, convey, grant, bargain, sell, set over, deliver or
otherwise transfer any interest in the Purchased Eligible Assets to any person
not a party to this Agreement nor will Seller create, incur or permit to exist
any lien, encumbrance or security interest in or on the Purchased Eligible
Assets except as described in Section 6 of this Agreement;

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<PAGE>


         c. amend, alter, modify or change in any material way its underwriting
guidelines without Buyer's consent; or

         d. commence a voluntary bankruptcy proceeding or similar insolvency
proceeding under applicable laws, without a unanimous vote of the board of
directors of Seller.

12.      AFFIRMATIVE COVENANTS OF SELLER

         For so long as this Agreement is in effect:

         a. Seller covenants that it will promptly notify Buyer of any Material
Adverse Change with respect to it or Conseco.

         b. Seller shall provide Buyer with copies of such documentation as
Buyer may reasonably request evidencing the truthfulness of the representations
set forth in Section 10, including but not limited to resolutions evidencing the
approval of this Agreement by Seller's board of directors or loan committee,
copies of the minutes of the meetings of Seller's board of directors or loan
committee at which this Agreement and the Transactions contemplated by this
Agreement were approved, and evidence of Seller's status as an approved
Seller/Servicer.

         c. Seller shall, at Buyer's request, take all action necessary to
ensure that Buyer will have a first priority security interest in the Purchased
Eligible Assets, including, among other things, filing such UCC financing
statements, mortgages or other instruments as Buyer may reasonably request.

         d. Seller covenants that it will not create, incur or permit to exist
any lien, encumbrance or security interest in or on any of the Purchased
Eligible Assets without the prior express written consent of Buyer.

         e. Seller shall notify Buyer no later than one (1) Business Day after
obtaining actual knowledge thereof, if any event has occurred that constitutes
an Event of Default with respect to Seller or any event that with the giving of
notice or lapse of time, or both, would become an Event of Default with respect
to Seller.

         f. Seller covenants to provide Buyer with a copy of any material
changes to Seller's underwriting guidelines prior to the effectiveness of any
such change.

         g. Seller covenants, upon the reasonable request of Buyer after the
occurrence of a Collateral Deficit, to enter into Hedges in order to protect
adequately, in the reasonable judgment against interest rate risks.

         h. Seller covenants to provide Buyer on the 15th day of each month with
respect to Purchased Eligible Assets, either by direct modem electronic
transmission or via a computer diskette, the Computer Tape with respect to all
Purchased Eligible Assets then subject to Transactions.

         i. Seller covenants to provide Buyer with the following financial and
reporting information: upon request, within 30 days, copies of all proxy

                                       19

<PAGE>

statements, financial statements, and reports which Seller or Conseco sends to
its stockholders, and copies of all regular, periodic and special reports, and
all registration statements under the Securities Act of 1933, as amended, which
it files with the Securities and Exchange Commission or any government authority
which may be substituted therefor, or with any national securities exchange.

         j. Seller shall do all things necessary to remain duly incorporated,
validly existing and in good standing as a domestic corporation in its
jurisdiction and maintain all requisite authority to conduct its business in
each jurisdiction in which Seller conducts business.

         k. So long as Buyer shall be committed to buy Eligible Assets
hereunder, Conseco, on a consolidated basis with its subsidiaries, shall:

               i. at all times commencing March 31, 2002 maintain an Adjusted
         Tangible Net Worth of at least $1,500,000,000;

               ii. commencing March 31, 2002, for the twelve-month period ending
         on the last day of each fiscal quarter, maintain a Fixed Charge
         Coverage Ratio of not less than 1.0:1.0;

               iii. at all times commencing March 31, 2002 maintain a ratio of
         GAAP Net Worth to Total Managed Receivables of not less than 4:100;

               iv. for each fiscal quarter commencing with the fiscal quarter
         beginning January 1, 2002 maintain a ratio of Non-Warehouse Debt to
         GAAP Net Worth of not more than 1.0:2.0;

               v. for the twelve-month period ending on the last day of each
         fiscal quarter commencing March 31, 2002, maintain positive Operating
         Cash Flow; and

               vi. at all times commencing March 31, 2002 maintain Liquidity of
         at least (i) $50,000,000 until September 30, 2002, (ii) $75,000,000
         from October 1, 2002 to June 30, 2003 and (iii) $100,000,000 from and
         after July 1, 2003.

               For purposes of this clause (k):

         "Adjusted Tangible Net Worth" means, at any date, the sum of (a) GAAP
Net Worth plus (b) the amount of intercompany indebtedness converted to
Preferred Stock (to the extent such Preferred Stock is not included in GAAP Net
Worth), plus (c) writedowns of Conseco and its subsidiaries, of all IOs,
capitalized servicing rights and other retained interests (i.e. "B-2s") from
securitizations in an aggregate amount over all periods commencing on January 1,
2002 not to exceed $150,000,000, plus (d) realized losses from discontinued
operations relating to floor plan financing, aircraft financing, vehicle
leasing, manufactured housing communities and other operations relating to
business units involved in the origination of the Esoteric Assets in an
aggregate amount over all periods commencing on January 1, 2002 not to exceed
$125,000,000 minus (e) any indebtedness owing to Conseco or any of its
subsidiaries by Conseco, Inc., or any subsidiary thereof as of such date, minus
(f) any amount that would be included on the consolidated balance sheet of
Conseco as goodwill and deferred charges in accordance with GAAP.

                                       20

<PAGE>


         "Cash Equivalents" means (a) securities issued or fully guaranteed or
insured by the United States government or any agency thereof, (b) certificates
of deposit, eurodollar time deposits, overnight bank deposits and bankers'
acceptances of any commercial bank organized under the laws of the United
States, any state thereof, the District of Columbia, any foreign bank, or its
branches or agencies (fully protected against currency fluctuations) which, at
the time of acquisition, are rated at least "A-1" by Standard & Poor's Rating
Services ("S&P") or "P-1" by Moody's Investors Services, Inc. ("Moody's"), (c)
commercial paper of an issuer rated at least "A-1" by S&P or "P-1" by Moody's,
and (d) shares of any money market fund that (i) has at least 95% of its assets
invested continuously in the types of investments referred to in clauses (a)
through (c) above, (ii) has net assets of not less than $500,000,000 and (iii)
is rated at least "A-1" by S&P or "P-1" by Moody's; provided, however, that the
maturities of all obligations of the type specified in clauses (a) through (c)
above shall not exceed 180 days.

         "Fixed Charge Coverage Ratio" means, for any period, the ratio of (a)
Pre Tax Operating Income for such period to (b) Interest Expense for such
period.

         "GAAP Net Worth" means, at any date, the stockholders' equity that
would be reflected on a consolidated balance sheet of Conseco and its
subsidiaries at such date prepared in accordance with GAAP, inclusive of
Preferred Stock, to the extent such Preferred Stock is not included in
stockholders' equity in accordance with GAAP.

         "Interest Expense" means, for any period, all interest paid or accrued
during such period by Conseco and its subsidiaries on a consolidated basis,
determined in accordance with GAAP.

         "IOs" means interest only securities.

         "Liquidity" means, on any date, the sum of Unrestricted Cash and Cash
Equivalents plus the aggregate amount available to be drawn under all committed
and uncommitted facilities to which Conseco, Green Tree Residual, Seller or any
other Affiliate is a party. With respect to warehouse facilities, the aggregate
amount available shall be calculated on the basis of eligible excess collateral
pledged to the lender thereunder multiplied by the advance rate applied by such
lender to such collateral). For purposes hereof, Liquidity shall be calculated
as of any date by determining the average of Unrestricted Cash, Cash Equivalents
and other such available amounts for the 30-day period ending on and including
such date.

         "Net Income" means, for any period, with respect to Conseco and its
subsidiaries on a consolidated basis (other than any subsidiary which is
prohibited from declaring or paying dividends or otherwise advancing funds to
its parent whether by contract or otherwise), cumulative net income earned
during such period as determined in accordance with GAAP.

         "Non-Warehouse Debt" means, at any time, all indebtedness of Conseco
for borrowed money (including without limitation all liabilities in respect of
deposit products, notes payable, note payables to Conseco (net of receivables
due from Conseco), bonds and other indebtedness) less the sum of Unrestricted
Cash and Cash Equivalents at such time plus the book value of all finance
receivables and plus 85% of servicing advance receivables.

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<PAGE>


         "Operating Cash Flow" means, for any period, cash flow from the
operations of Conseco for such period (as reported under "Cash Flow From
Operations" in Conseco's statements of cash flow filed with the Securities and
Exchange Commission) for such period.

         "Pre Tax Operating Income" means, for any period, Net Income for such
period, plus (a) income and franchise taxes paid or accrued during such period,
(b) Interest Expense, (c) losses derived from discontinued operations relating
to floor plan financing, aircraft financing, vehicle leasing, manufactured
housing communities and other operations relating to business units involved in
the origination of the Esoteric Assets in an aggregate amount over all periods
commencing on January 1, 2002 of Conseco and its subsidiaries during such period
not to exceed $125,000,000 (d) losses of Conseco and its subsidiaries in an
amount with respect to write-downs of IOs and capitalized servicing rights of
Conseco and its subsidiaries not to exceed $450,000,000 for the quarter ended
March 31, 2002, $450,000,000 for the quarter ended June 30, 2002, and
$225,000,000 on a four quarter rolling basis thereafter, (e) losses of Conseco
and its subsidiaries in an amount with respect to write-downs of other retained
interests from securitizations (i.e., "B-2s") in the aggregate over all periods
commencing on January 1, 2002 not to exceed $25,000,000 and (f) minus income
derived from discontinued operations of Conseco and its subsidiaries during such
period and minus extraordinary gains and non-recurring gains of Conseco and its
subsidiaries.

         "Total Managed Receivables" means, for any period, the "averaged
managed receivables", as such term is reported in the related filing with the
Securities and Exchange Commission for such period.

         "Unrestricted Cash" means, at any date, all available cash on deposit
in bank accounts of Conseco, provided the accounts into which such cash is
deposited are not subject to any lien, security interest or control agreement or
otherwise encumbered (excluding customary rights of set-off) or restricted in
any way. No new borrowings after September 22, 2000 from Conseco, Inc. or its
subsidiaries shall constitute Unrestricted Cash other than the amounts not to
exceed $200,000,000 in the aggregate received pursuant to subsections (a)(i)(x)
and (a)(ii) of Section 4.09 of the Five-Year Credit Agreement as in effect on
September 22, 2000.

         Prior to March 31, 2002, the financial covenants in effect immediately
prior to the Effective Date shall continue in effect.

13.      EVENTS OF DEFAULT

         a. If any of the following events (each an "Event of Default") occur,
Buyer shall have the rights set forth in Section 14, as applicable:

               i. Seller fails to satisfy or perform any material obligation or
         covenant under this Agreement;

               ii. An Act of Insolvency occurs with respect to Seller or
         Conseco;

               iii. Any representation made by Seller shall have been incorrect
         or untrue in any material respect when made or repeated or deemed to
         have been made or repeated;
                                       22

<PAGE>


               iv. Seller shall admit its inability to, or its intention not to,
         perform any of its obligations hereunder;

               v. Any governmental, regulatory, or self-regulatory authority
         takes any action to remove, limit, restrict, suspend or terminate the
         rights, privileges, or operations of Seller or Conseco, including
         suspension as an issuer, lender or seller/servicer of mortgage loans or
         loans arising under consumer finance contracts, which suspension has a
         material adverse effect on the ordinary business operations of Seller
         or Conseco, and which continues for more than 24 hours;

               vi. Seller dissolves, merges or consolidates with another entity
         (unless (A) it is the surviving party or (B) the entity into which it
         merges has equity and a market value of at least that of Seller
         immediately prior to such merger and such entity expressly assumes the
         obligations of Seller at the time of such merger), or sells, transfers,
         or otherwise disposes of a material portion of its business or assets;

               vii. Buyer, in its good faith judgment, believes that there has
         been a Material Adverse Change with respect to Seller or Conseco or
         that Seller will not meet any of its obligations under any Transaction
         pursuant to this Agreement, or any other agreement between the parties;

               viii. Seller or Conseco is in default under any other agreement
         to which it is a party, provided, however, such a default shall not
         constitute an Event of Default if the exercise of such remedies as are
         available to Seller's or Conseco's counterparty with respect to such
         default would not result in a Material Adverse Change with respect to
         Seller or Conseco, as applicable;

               ix. A final judgment by any competent court in the United States
         of America for the payment of money in an amount of at least $1,000,000
         is rendered against Seller, and the same remains undischarged or unpaid
         for a period of sixty (60) days during which execution of such judgment
         is not effectively stayed;

               x. This Agreement shall for any reason cease to create a valid,
         first priority security interest in any of the Purchased Eligible
         Assets purported to be covered hereby;

               xi. A Collateral Deficit occurs with respect to Seller, and is
         not eliminated within the time period specified in Section 4(b);

               xii. An "event of default" has occurred pursuant to the New Bank
         Facility Documents (as defined in the Umbrella Agreement) or a Hedge or
         the Residual Facility Documents (as defined in the Umbrella Agreement)
         or any party to the Umbrella Agreement (Other than Lehman Brothers
         Holdings Inc.) shall fail to comply with any terms, covenants or
         agreements contained in the Umbrella Agreement on its part to be
         performed or observed, or any representation or warranty made under or
         in connection with the Umbrella Agreement shall be incorrect in any
         material respect when made;

               xiii. (A) the Guaranty, dated as of September 22, 2000, made by
         CIHC, Incorporated for the benefit of Buyer shall cease to be valid,

                                       23

<PAGE>

         binding and enforceable or CIHC, Incorporated or Conseco, Inc. or any
         subsidiary thereof shall so state in writing or (B) any "Subordinated
         Obligations" under and as defined in such guaranty shall cease, for any
         reason, to be validly subordinated to the obligations of CIHC under
         such guaranty as provided in the relevant provisions thereof of CIHC,
         Incorporated or Conseco, Inc. or any subsidiary thereof shall so state
         in writing; or

               xiv. Conseco, Inc. or Conseco shall enter into any agreement that
         prohibits, restricts or imposes additional conditions to, or otherwise
         modifies in any manner adverse to Lehman Brothers Holdings Inc. or any
         of its direct or indirect subsidiaries, the terms as in effect as of
         September 22, 2000 permitting Conseco, Inc. or any of its subsidiaries
         to made any advance, loan, extension of credit (by way of guaranty or
         otherwise) or capital contribution to, or purchase of any capital
         stock, bonds, notes, debentures or other debt securities of, or any
         assets constituting a business unit of, or any other investment in,
         Conseco or any of its subsidiaries.

         b. In making a determination as to whether an Event of Default has
occurred, Buyer shall be entitled to rely on reports published or broadcast by
media sources believed by such party to be generally reliable and on information
provided to it by any other sources believed by it to be generally reliable,
provided that such party reasonably and in good faith believes such information
to be accurate and has taken such steps as may be reasonable in the
circumstances to attempt to verify such information.

14.      REMEDIES

         a. If an Event of Default occurs with respect to Seller, the following
rights and remedies are available to Buyer:

               i. At the option of Buyer, exercised by written notice to Seller
         (which option shall be deemed to have been exercised, even if no notice
         is given, immediately upon the occurrence of an Act of Insolvency), the
         Repurchase Date for each Transaction hereunder shall be deemed
         immediately to occur.

               ii. If Buyer exercises or is deemed to have exercised the option
         referred to in subsection (a)(i) of this Section,

                    (A) Seller's obligations hereunder to repurchase all
               Purchased Eligible Assets in such Transactions shall thereupon
               become immediately due and payable,

                    (B) to the extent permitted by applicable law, the
               Repurchase Price with respect to each such Transaction shall be
               increased by the aggregate amount obtained by daily application
               of, on a 360 day per year basis for the actual number of days
               during the period from and including the date of the exercise or
               deemed exercise of such option to but excluding the date of
               payment of the Repurchase Price as so increased, (x) the greater
               of the Prime Rate or the Pricing Rate for each such Transaction
               to (y) the Repurchase Price for such Transaction as of the

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<PAGE>

               Repurchase Date as determined pursuant to subsection (a)(i) of
               this Section (decreased as of any day by (I) any amounts actually
               in the possession of Buyer pursuant to clause (C) of this
               subsection, (II) any proceeds from the sale of Purchased Eligible
               Assets applied to the Repurchase Price pursuant to subsection
               (a)(xii) of this Section, and (III) any amounts applied to the
               Repurchase Price pursuant to subsection (a)(iii) of this
               Section), and

                    (C) all Income actually received by Buyer or its designee
               (including the Custodian) pursuant to Section 5 shall be applied
               to the aggregate unpaid Repurchase Price owed by Seller.

               iii. After one Business Day's notice to Seller (which notice need
         not be given if an Act of Insolvency shall have occurred, and which may
         be the notice given under subsection (a)(i) of this Section), Buyer may
         (A) immediately sell, without notice or demand of any kind, at a public
         or private sale and at such price or prices Buyer may reasonably deem
         satisfactory any or all Purchased Eligible Assets subject to a
         Transaction hereunder or (B) in its sole discretion elect, in lieu of
         selling all or a portion of such Purchased Eligible Assets, to give
         Seller credit for such Purchased Eligible Assets in an amount equal to
         the Market Value of the Purchased Eligible Assets, and apply such
         amount, first, against the aggregate unpaid Repurchase Price and any
         other amounts owing by Seller hereunder and, second, against the other
         outstanding Indebtedness in such order as Buyer may elect. The proceeds
         of any disposition of Purchased Eligible Assets shall be applied first
         to the costs and expenses incurred by Buyer in connection with Seller's
         default; second to consequential damages, including but not limited to
         costs of cover and/or related hedging transactions; third to the
         aggregate unpaid Repurchase Price for all Transactions hereunder; and
         fourth to the payment of the other outstanding Indebtedness in such
         order as Buyer may elect.

               iv. The parties recognize that it may not be possible to purchase
         or sell all of the Purchased Eligible Assets on a particular Business
         Day, or in a transaction with the same purchaser, or in the same manner
         because the market for such Purchased Eligible Assets may not be
         liquid. In view of the nature of the Purchased Eligible Assets, the
         parties agree that liquidation of a Transaction or the underlying
         Purchased Eligible Assets does not require a public purchase or sale
         and that a good faith private purchase or sale shall be deemed to have
         been made in a commercially reasonable manner. Accordingly, Buyer may
         elect, in its sole discretion, the time and manner of liquidating any
         Purchased Eligible Asset and nothing contained herein shall (A)
         obligate Buyer to liquidate any Purchased Eligible Asset on the
         occurrence of an Event of Default or to liquidate all Purchased
         Eligible Assets in the same manner or on the same Business Day or (B)
         constitute a waiver of any right or remedy of Buyer. However, in
         recognition of the parties' agreement that the Transactions hereunder
         have been entered into in consideration of and in reliance upon the
         fact that all Transactions hereunder constitute a single business and
         contractual relationship and that each Transaction has been entered
         into in consideration of the other Transactions, the parties further
         agree that Buyer shall use its best efforts to liquidate all
         Transactions hereunder upon the occurrence of an Event of Default as
         quickly as is prudently possible in the reasonable judgment of Buyer.

               v. Buyer shall, without regard to the adequacy of the security
         for Seller's obligations under this Agreement, be entitled to the

                                       25

<PAGE>

         appointment of a receiver by any court having jurisdiction, without
         notice, to take possession of and protect, collect, manage, liquidate,
         and sell the Purchased Eligible Assets or any portion thereof, and
         collect the payments due with respect to the Purchased Eligible Assets
         or any portion thereof. Seller shall pay all costs and expenses
         incurred by Buyer in connection with the appointment and activities of
         such receiver.

               vi. Seller agrees that Buyer may obtain an injunction or an order
         of specific performance to compel Seller to fulfill its obligations as
         set forth in Section 25, if Seller fails or refuses to perform its
         obligations as set forth therein.

               vii. Seller shall be liable to Buyer for the amount of all
         expenses, reasonably incurred by Buyer in connection with or as a
         consequence of an Event of Default, including, without limitation,
         reasonable legal fees and expenses and reasonable costs incurred in
         connection with hedging or covering transactions.

               viii. Buyer shall have all the rights and remedies provided
         herein, provided by applicable federal, state, foreign, and local laws
         (including, without limitation, the rights and remedies of a secured
         party under the UCC of the State of New York, to the extent that the
         UCC is applicable, and the right to offset any mutual debt and claim),
         in equity, and under any other agreement between Buyer and Seller.

               ix. Buyer may exercise one or more of the remedies available to
         Buyer immediately upon the occurrence of an Event of Default and,
         except to the extent provided in subsections (a)(i) and (iii) of this
         Section, at any time thereafter without notice to Seller. All rights
         and remedies arising under this Agreement as amended from time to time
         hereunder are cumulative and not exclusive of any other rights or
         remedies which Buyer may have.

               x. In addition to its rights hereunder, Buyer shall have the
         right to proceed against any assets of Seller which may be in the
         possession of Buyer or its designee (including the Custodian) including
         the right to liquidate such assets and to set off the proceeds against
         monies owed by Seller to Buyer pursuant to this Agreement. Buyer may
         set off cash, the proceeds of the liquidation of the Purchased Eligible
         Assets, and all other sums or obligations owed by Seller to Buyer
         against all of Seller's obligations to Buyer, whether under this
         Agreement, under a Transaction, or under any other agreement between
         the parties, or otherwise, whether or not such obligations are then
         due, without prejudice to Buyer's right to recover any deficiency. Any
         cash, proceeds, or property in excess of any amounts due, or which
         Buyer reasonably believes may become due, to it from Seller shall be
         returned to Seller after satisfaction of all obligations of Seller to
         Buyer.

               xi. Buyer may enforce its rights and remedies hereunder without
         prior judicial process or hearing, and Seller hereby expressly waives
         any defenses Seller might otherwise have to require Buyer to enforce
         its rights by judicial process. Seller also waives any defense Seller
         might otherwise have arising from the use of nonjudicial process,
         enforcement and sale of all or any portion of the Purchased Eligible

                                       26
<PAGE>

         Assets, or from any other election of remedies. Seller recognizes that
         nonjudicial remedies are consistent with the usages of the trade, are
         responsive to commercial necessity and are the result of a bargain at
         arm's length.

               xii. Buyer and Seller hereby agree that sales of the Purchased
         Eligible Assets shall be deemed to include and permit the sales of
         Purchased Eligible Assets pursuant to a securities offering.

               xiii. Notwithstanding the foregoing remedies, if the Event of
         Default (other than an Event of Default under Section 13(a)(xi)) arises
         from a breach of any representation or warranty set forth in Sections
         10(b)(iii), (v) or (ix) or in Exhibit IV, V, VI, VII, VIII or IX
         attached hereto with respect to a Purchased Eligible Asset, then Seller
         may elect, subject to Buyer's written consent (which consent shall not
         be unreasonably withheld or delayed), to cure such default by
         repurchasing such Eligible Asset or substituting for such Eligible
         Asset within two (2) Business Days of such Event of Default, provided,
         however, that Seller shall not have the right to make the foregoing
         election if such breach causes a default with respect to Eligible
         Assets that in the aggregate represent ten percent (10%) or more of the
         aggregate Purchase Price of all Purchased Eligible Assets subject to
         then outstanding Transactions. The repurchase price for any such
         repurchase shall be the outstanding Repurchase Price of such Eligible
         Asset. Any such substitution shall be performed in accordance with
         Section 9 of this Agreement.

               xiv. At the option of Buyer, exercised by written notice to
         Seller (which option shall be deemed to have been exercised, even if no
         notice is given, immediately upon the occurrence of an Act of
         Insolvency with respect to Seller or Conseco) declare that all or a
         portion of the commitments hereunder be terminated, whereupon the
         obligation of Buyer to purchase Eligible Assets shall immediately
         terminate in whole or in part, as the case may be.

15.      ADDITIONAL CONDITION

         Seller shall, on the date of the initial Transaction hereunder and,
upon the request of Buyer (but no more than once in any calendar year), on the
date of any subsequent Transaction, cause to be delivered to Buyer, with
reliance thereon permitted as to any Person that purchases the Purchased
Eligible Assets from Buyer in a repurchase transaction, a favorable opinion or
opinions of counsel with respect to the matters set forth in Exhibit III
attached hereto.

         Additionally, prior to entering into the initial Transaction under this
Agreement, Seller shall cause Conseco to have executed and delivered the Limited
Guaranty.

16.      SINGLE AGREEMENT

         Buyer and Seller acknowledge that, and have entered hereunto and will
enter into each Transaction hereunder in consideration of and in reliance upon
the fact that, all Transactions hereunder constitute a single business and
contractual relationship and that each has been entered into in consideration of
the other Transactions. Accordingly, each of Buyer and Seller agrees (i) to
perform all of its obligations in respect of each Transaction hereunder, and
that a default in the performance of any such obligations shall constitute a

                                       27

<PAGE>

default by it in respect of all Transactions hereunder, (ii) that each of them
shall be entitled to set off claims and apply property held by them in respect
of any Transaction against obligations owing to them in respect of any other
Transactions hereunder and (iii) that payments, deliveries and other transfers
made by either of them in respect of any Transaction shall be deemed to have
been made in consideration of payments, deliveries, and other transfers in
respect of any other Transactions hereunder, and the obligations to make any
such payments, deliveries, and other transfers may be applied against each other
and netted; provided, however, that the parties hereto acknowledge and agree
that each Purchased Eligible Asset is identified and unique and nothing in this
Agreement should limit or reduce Buyer's obligation to deliver the Purchased
Eligible Assets to Seller as and when provided herein.

17.      NOTICES AND OTHER COMMUNICATIONS

         Unless another address is specified in writing by the respective party
to whom any written notice or other communication is to be given hereunder, all
such notices or communications shall be in writing or confirmed in writing and
delivered at the respective addresses set forth in the Confirmation.

18.      ENTIRE AGREEMENT; SEVERABILITY

         This Agreement together with the applicable Confirmation constitutes
the entire understanding between Buyer and Seller with respect to the subject
matter it covers and shall supersede any existing agreements between the parties
containing general terms and conditions for repurchase transactions involving
Purchased Eligible Assets. By acceptance of this Agreement, Buyer and Seller
acknowledge that they have not made, and are not relying upon, any statements,
representations, promises or undertakings not contained in this Agreement. Each
provision and agreement herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the unenforceability of any such other provision or agreement.

19.      NON-ASSIGNABILITY

         The rights and obligations of the parties under this Agreement and
under any Transaction may be assigned by Lehman Commercial Paper Inc. but shall
not be assigned by Green Tree Finance Corp. - Five without the prior written
consent of Lehman Commercial Paper Inc. Subject to the foregoing, this Agreement
and any Transactions shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns. Nothing in this Agreement
express or implied, shall give to any person, other than the parties to this
Agreement and their successors hereunder, any benefit or any legal or equitable
right, power, remedy or claim under this Agreement.

20.      TERMINABILITY

         This Agreement shall terminate in 180 days unless Buyer and Seller
agree to extend this Agreement for a period of 180 days therefrom.
Notwithstanding any such termination or the occurrence of an Event of Default,
all of the representations and warranties hereunder (including those made in
Exhibits IV, V, VI, VII, VIII or IX hereof) shall continue and survive.

                                       28

<PAGE>

21.      GOVERNING LAW

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.

22.      CONSENT TO JURISDICTION AND ARBITRATION

         The parties irrevocably agree to submit to the personal jurisdiction of
the United States District Court for the Southern District of New York, the
parties irrevocably waiving any objection thereto. If, for any reason, federal
jurisdiction is not available, and only if federal jurisdiction is not
available, the parties irrevocably agree to submit to the personal jurisdiction
of the Supreme Court of the State of New York, the parties irrevocably waiving
any objection thereto. Notwithstanding the foregoing two sentences, at either
party's sole option exercisable at any time not later than thirty (30) days
after an action or proceeding has been commenced, the parties agree that the
matter may be submitted to binding arbitration in accordance with the commercial
rules of the American Arbitration Association then in effect in the State of New
York and judgment upon any award rendered by the arbitrator may be entered in
any court having jurisdiction thereof within the City, County and State of New
York; provided, however, that the arbitrator shall not amend, supplement, or
reform in any regard this Agreement or the terms of any Confirmation, the rights
or obligations of any party hereunder or thereunder, or the enforceability of
any of the terms hereof or thereof. Any arbitration shall be conducted before a
single arbitrator who shall be reasonably familiar with repurchase transactions
and the secondary mortgage market in the City, County, and State of New York.

23.      NO WAIVERS, ETC.

         No express or implied waiver of any Event of Default by either party
shall constitute a waiver of any other Event of Default and no exercise of any
remedy hereunder by any party shall constitute a waiver of its right to exercise
any other remedy hereunder. No modification or waiver of any provision of this
Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by both of the
parties hereto. Any such waiver or modification shall be effective only in the
specific instance and for the specific purpose for which it was given.

24.      INTENT

         The parties understand and intend that this Agreement and each
Transaction hereunder constitute a "repurchase agreement" and a "securities
contract" as those terms are defined under the relevant provisions of Title 11
of the United States Code, as amended.

25.      SERVICING

         a. Notwithstanding the purchase and sale of the Purchased Eligible
Assets hereby, Seller shall cause Conseco to service the Purchased Eligible
Assets for the benefit of Buyer and, if Buyer shall exercise its rights to
pledge or hypothecate the Purchased Eligible Asset prior to the related
Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that
the obligations of Seller to service the Purchased Eligible Assets shall cease
upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller

                                       29

<PAGE>

shall cause Conseco to service the Purchased Eligible Assets in accordance with
the servicing standards maintained by other prudent mortgage, consumer finance
and commercial lenders with respect to loans and leases similar to the Purchased
Eligible Assets.

         b. Seller agrees that Buyer is the owner of all servicing records owned
by Seller, including but not limited to any and all servicing agreements, files,
documents, records, data bases, computer tapes, copies of computer tapes, proof
of insurance coverage, insurance policies, appraisals, other closing
documentation, payment history records, and any other records relating to or
evidencing the servicing of Purchased Eligible Assets (the "Servicing Records").
Seller grants Buyer a security interest in all servicing fees and rights
relating to the Eligible Assets and all Servicing Records to secure the
obligation of Seller or its designee to service in conformity with this Section
and any other obligation of Seller to Buyer. Seller covenants to safeguard such
Servicing Records and to deliver them promptly to Buyer or its designee
(including the Custodian) at Buyer's request.

         c. Upon the occurrence and continuance of an Event of Default, Buyer
may, in its sole discretion, (i) sell its right to the Purchased Eligible Assets
on a servicing released basis or (ii) terminate Seller or its nominee as
servicer of the Purchased Eligible Assets with or without cause, in each case
without payment of any termination fee.

         d. Seller shall not employ sub-servicers to service the Purchased
Eligible Assets without the prior approval of Buyer.

         e. Seller shall cause any sub-servicer hereunder to execute a letter
agreement with Buyer acknowledging Buyer's security interest and agreeing that,
upon notice from Buyer (or the Custodian on its behalf) that an Event of Default
has occurred and is continuing hereunder, it shall deposit all Income with
respect to the Purchased Eligible Assets in the account specified in the third
sentence of Section 5(a).

26.      INDEMNIFICATION

         Seller hereby agrees to indemnify Buyer, Buyer's designees and each of
its officers, directors, employees and agents ("Indemnified Parties") from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, taxes (other than income taxes of Buyer), fees,
costs, expenses (including reasonable attorneys fees and disbursements) or
disbursements (all of the foregoing, collectively "Indemnified Amounts") which
may at any time (including, without limitation, such time as this Agreement
shall no longer be in effect) be imposed on or asserted against any Indemnified
Party in any way whatsoever arising out of or in connection with, or relating
to, this Agreement, the Custodial Agreement or any other related document or any
Transactions thereunder or any action taken or omitted to be taken by Seller or
any of its Affiliates under or in connection with any of the foregoing;
provided, that Seller shall not be liable for Indemnified Amounts resulting from
the gross negligence or willful misconduct of any Indemnified Party.

27.      MISCELLANEOUS

         a. Time is of the essence under this Agreement and all Transactions and
all references to a time shall mean New York time in effect on the date of the
action unless otherwise expressly stated in this Agreement.

                                       30

<PAGE>


         b. Buyer shall be authorized to accept orders and take any other action
affecting any accounts of Seller in response to instructions given in writing or
orally by telephone or otherwise by any person with apparent authority to act on
behalf of Seller, and Seller shall indemnify Buyer, defend, and hold Buyer
harmless from and against any and all liabilities, losses, damages, costs, and
expenses of any nature arising out of or in connection with any action taken by
Buyer in response to such instructions received or reasonably believed to have
been received from Seller.

         c. If there is any conflict between the terms of this Agreement or any
Transaction entered into hereunder and the Custodial Agreement, this Agreement
shall prevail.

         d. If there is any conflict between the terms of a Confirmation or a
corrected Confirmation issued by Buyer and this Agreement, the Confirmation
shall prevail.

         e. This Agreement may be executed in counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.

         f. Seller agrees to reimburse Buyer for all reasonable costs and
expenses of Buyer in connection with this Agreement including, without
limitation, (i) the fees, expenses and disbursement of counsel to Buyer, (ii)
due diligence expenses and (iii) on-going auditing fees.

         g. The headings in this Agreement are for convenience of reference only
and shall not affect the interpretation or construction of this Agreement.

                            [Signature page follows.]

                                       31
<PAGE>


         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date set forth above.

                                          LEHMAN COMMERCIAL PAPER INC.,
                                              Buyer

                                          By:    /s/ Vincent Primiano
                                                -------------------------------

                                          Title: Senior Vice President
                                                -------------------------------

                                          Date:  1/30/02
                                                -------------------------------




                                          GREEN TREE FINANCE CORP. - FIVE,
                                              Seller

                                          By:    /s/ Charles H. Cremens
                                                -------------------------------

                                          Title: President
                                                -------------------------------

                                          Date:  1/30/02
                                                -------------------------------





                                       32
<PAGE>





EXHIBITS

EXHIBIT I        Confirmation

EXHIBIT II       Form of Power of Attorney

EXHIBIT III      Opinion of Counsel to Seller

EXHIBIT IV       Representations and Warranties Regarding Home Improvement Loans

EXHIBIT V        Representations and Warranties Regarding High LTV Home Equity
                 Loans and Home Equity Loans

EXHIBIT VI       Representations and Warranties Regarding Retail Installment
                 Contracts

EXHIBIT VII      Representations and Warranties Regarding Vehicle Leases

EXHIBIT VIII     Representations and Warranties Regarding Manufactured Housing
                 Contracts

EXHIBIT IX       Representations and Warranties Regarding Floor Plan Assets

EXHIBIT X        Form of Limited Guaranty

SCHEDULE A       List of Esoteric Assets

<PAGE>



                                                                      EXHIBIT I

                           Form of Confirmation Letter
                                                                         (date)

[Green Tree Finance Corp. - Five]


Attention:


Confirmation No.
                -------------------

Ladies/Gentlemen:

         This letter confirms our oral agreement to purchase from you the
Eligible Assets listed in Appendix I hereto, pursuant to the Second Amended and
Restated Master Repurchase Agreement between us, dated January 30, 2002 (the
"Agreement"), as follows:

                  Purchase Date:

                  Eligible Assets to be Purchased: See Appendix I hereto.
                  [Appendix I to Confirmation Letter will list Eligible Assets]

                  Aggregate Principal Amount of Purchased Eligible Assets:

                  Purchase Price:

                  Pricing Rate:

                  Repurchase Date:

                  Repurchase Price:

                  Collateral Amount Percentage with respect to Market Value for
                  Home Equity:

                  Collateral Amount Percentage with respect to Market Value for
                  Insured Home Improvement Loans:

                  Collateral Amount Percentage with respect to Market Value for
                  Uninsured Home Improvement Loans:

                  Collateral Amount Percentage with respect to Market Value for
                  Loans arising under Retail Installment Contracts:

                  Collateral Amount Percentage with respect to Market Value for
                  Manufactured Housing Contracts:

                  Collateral Amount Percentage with respect to Market Value for
                  Vehicle Leases:

                                      I-1

<PAGE>


                  Names and addresses for communications:

                  Buyer:
                  Lehman Commercial Paper Inc.
                  101 Hudson Street
                  Jersey City, NJ
                  Attention: Richard DePaulis or Chris Czako

                  with a copy to:
                  Lehman Commercial Paper Inc.
                  200 Vesey Street
                  12th Floor New York, New York 10285-0900
                  Attention: Fred Madonna

                  Seller: [Green Tree Finance Corp. - Five]

                  Attention:

                                              LEHMAN COMMERCIAL PAPER INC.,
                                                  Buyer

                                              By:
                                                     ---------------------------

                                              Title:
                                                     ---------------------------

                                              Date:
                                                     ---------------------------

         Seller hereby confirms that all of the representations and warranties
contained in the Agreement (including [Exhibit IV, Exhibit V, Exhibit VI,
Exhibit VII, Exhibit VIII and Exhibit IX]) are true and correct as if made as of
the date hereof, Seller is not in breach of any covenant contained therein and
there exists no Event of Default thereunder.

Agreed and Acknowledged:
Green Tree Finance Corp. - Five
Seller

By:
   ------------------------------------------

Name:
     ----------------------------------------

Title:
      ---------------------------------------

                                      I-2

<PAGE>

                                                                     EXHIBIT II

                            Form of Power of Attorney

"Know All Men by These Presents, that Green Tree Finance Corp. - Five
("Seller"), does hereby appoint Lehman Commercial Paper Inc. ("Buyer"), its
attorney-in-fact to act in Seller's name, place and stead in any way which
Seller could do with respect to (i) the completion of the endorsements of the
Mortgage Notes and the assignments of Mortgages, (ii) the recordation of the
assignments of Mortgages, (iii) the filing, amendment or assignment of UCC
financing statements or certificates of title and (iv) the enforcement of
Seller's rights under the Purchased Eligible Assets purchased by Buyer pursuant
to the Second Amended and Restated Master Repurchase Agreement dated January 30,
2002 between Seller and Buyer and to take such other steps as may be necessary
or desirable to enforce Buyer's rights against such Purchased Eligible Assets,
the related Loan Files and the Servicing Records to the extent that Seller is
permitted by law to act through an agent.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD
PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT
HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO
SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION
OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS
OWN BEHALF AND ON BEHALF OF SELLER'S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND
HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY
ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON
THE PROVISIONS OF THIS INSTRUMENT.







                                      II-1

<PAGE>


IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed and
Seller's seal to be affixed this   day of,           , 200   .
                                ---        ----------     ---

Green Tree Finance Corp. - Five

By:
   -------------------------------------------------

Name:
     -----------------------------------------------

Title:
      ----------------------------------------------

[NOTARIZE]

                                      II-2

<PAGE>


                                                                    EXHIBIT III

                           OPINION OF SELLER'S COUNSEL

1.      CORPORATE EXISTENCE

2.      AUTHORIZATION, EXECUTION AND DELIVERY

3.      ENFORCEABILITY

4.      NO DEFAULTS

5.      NO LITIGATION

6.      COMPLIANCE WITH LAWS

7.      NO CONSENTS/APPROVALS NEEDED

8.      VALIDLY CREATED FIRST PRIORITY PERFECTED SECURITY INTEREST IN COLLATERAL


                                     III-1

<PAGE>



                                                                     EXHIBIT IV



                          Representations with respect
                            to Home Improvement Loans

         A. Payments. The scheduled payment of principal and interest due under
the Home Improvement Loan was made on or before the Purchase Date by or on
behalf of the obligor (without any advance from Seller or any Person acting at
the request of Seller) or was not delinquent for more than 30 days after the
Purchase Date.

         B. No Waivers. The terms of the Home Improvement Loan have not been
waived, altered or modified in any respect, except by instruments or documents
identified in the Home Improvement Loan File (as defined in the Custodial
Agreement). All costs, fees and expenses incurred in making, closing and
perfecting the lien and/or security interest, as applicable, of the Home
Improvement Loan have been paid.

         C. Binding Obligation. The Home Improvement Loan is the legal, valid
and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights generally. In the case of Home
Improvement Loans other than Unsecured Home Improvement Loans, Seller has
delivered, or caused to be delivered, to the Custodian the original Mortgage,
with evidence of recording thereon, or if the original Mortgage has not yet been
returned from the recording office, a true copy of the Mortgage which has been
delivered for recording in the appropriate recording office of the jurisdiction
in which the Real Property is located.

         D. No Defenses. The Home Improvement Loan is not subject to any right
of rescission, set off, counterclaim or defense, including the defense of usury,
and the operation of any of the terms of the Home Improvement Loan or the
exercise of any right thereunder will not render the Home Improvement Loan
unenforceable in whole or in part or subject to any right of rescission, set
off, counterclaim or defense, including the defense of usury, and no such right
of rescission, set off, counterclaim or defense has been asserted with respect
thereto.

         E. Insurance. In the case of Home Improvement Loans other than
Unsecured Home Improvement Loans, all improvements on the related real property
are covered by a hazard insurance policy. All premiums due on such insurance
have been paid in full.

         Each Insured Home Improvement Loan was originated in compliance with
FHA regulations and is insured, without set-off, surcharge or defense, by FHA
insurance. Seller has, in conformity with FHA regulations, filed all reports
necessary for the Insured Home Improvement Loan to be registered for FHA
insurance. Following assignment of the Insured Home Improvement Loan to
Custodian, on behalf of the Owners, Custodian will be entitled to the full
benefits of the FHA insurance.

                                      IV-1

<PAGE>


         F. Origination. The Home Improvement Loan was originated by a home
improvement contractor or Seller in the regular course of its business and, if
originated by a home improvement contractor, was purchased by Seller in the
regular course of its business.

         G. Lawful Assignment. The Home Improvement Loan was not originated in
and is not subject to the laws of any jurisdiction whose laws would make the
transfer of the Home Improvement Loan to Custodian or the ownership of the Home
Improvement Loans by the Owner thereof unlawful or make the Home Improvement
Loan unenforceable.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws and FHA regulations, applicable to the Home Improvement Loan
have been complied with and such compliance is not affected by the holding of
the Home Improvement Loans by Custodian or the Owner's ownership of the Home
Improvement Loans, and Seller shall for at least the period of this Agreement,
maintain in its possession, available for Custodian's inspection, and shall
deliver to Custodian upon demand, evidence of compliance with all such
requirements.

         I. Home Improvement Loan in Force. The Home Improvement Loan has not
been satisfied or subordinated (except for such subordination as may be allowed
under FHA regulations) in whole or in part or rescinded, and, in the case of
Home Improvement Loans other than Unsecured Home Improvement Loans, the real
property securing the Home Improvement Loan, as applicable, has not been
released from the lien of the Home Improvement Loan in whole or in part.

         J. Valid Lien. The Home Improvement Loan has been duly executed and
delivered by the obligor and either the related Mortgage is a valid and
subsisting first, second or third lien on the property therein described or the
Home Improvement Loan is an unsecured borrowing of the obligor; any related
Mortgage has been assigned by Seller to Custodian, and Custodian has and will
have, on behalf of the Owners of the Home Improvement Loans, a valid and
subsisting lien on the property therein described. Seller has full right to sell
and assign the Home Improvement Loans to Custodian.

         K. Capacity of Parties. All parties to the Home Improvement Loan had
capacity to execute the Home Improvement Loan.

         L. Good Title. Prior to transfer to Custodian, Seller is the sole owner
of the Home Improvement Loan and has the authority to sell, transfer and assign
the Home Improvement Loan. Seller has not sold, assigned or pledged the Home
Improvement Loan to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Home Improvement Loan and no event
which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Home Improvement Loan. Seller has not waived any such default,
breach, violation or event permitting acceleration.

                                      IV-2

<PAGE>


         N. No Liens. In the case of Home Improvement Loans other than Unsecured
Home Improvement Loans, there are, to the best of Seller's knowledge, no liens
or claims which have been filed for work, labor or materials affecting the real
property securing the Home Improvement Loan which are or may be liens prior to,
or equal or coordinate with, the lien of the Home Improvement Loan.

         O. Equal Installments. The Home Improvement Loan has a fixed rate and
provides for level monthly payments which fully amortize the loan over its term.

         P. Enforceability. The Home Improvement Loan contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the collateral of the benefits of
the security provided thereby.

         Q. One Original. There is only one original executed Home Improvement
Loan contract and note, each of which has been delivered to the Custodian.

         R. Primary Resident. At the time of origination of the Home Improvement
Loan, the obligor was the primary resident of the related real property.

         S. Qualified Mortgage for REMIC. Each Home Improvement Loan that is
secured by a Mortgage on the property described therein is a "qualified
mortgage" under Section 860G(a)(3) of the Code.

         T. Proceedings. There is no proceeding pending or, to Seller's
knowledge, threatened for the total or partial condemnation of collateral
securing a Home Improvement Loan.

         U. Marking Records. Seller has caused the portions of the Electronic
Ledger relating to the Mortgage Loans to be clearly and unambiguously marked to
indicate that such Home Improvement Loans are owned by Custodian in accordance
with the terms of the related Custodial Agreement.

         V. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Home Improvement Loans.

                                      IV-3



<PAGE>


                                                                      EXHIBIT V

                          Representations with respect
               to High LTV Home Equity Loans and Home Equity Loans

         A. Payments. The scheduled payment of principal and interest due under
the High LTV Home Equity Loan or Home Equity Loan was made on or before the
Purchase Date by or on behalf of the obligor (without any advance from Seller or
any Person acting at the request of Seller) or was not delinquent for more than
30 days after such Purchase Date.

         B. No Waivers. The terms of the High LTV Home Equity Loan or Home
Equity Loan have not been waived, altered or modified in any respect, except by
instruments or documents identified in the High LTV Home Equity Loan File or
Home Equity Loan File, as applicable. All costs, fees and expenses incurred in
making, closing and perfecting the lien and/or security interest, as applicable,
of the High LTV Home Equity Loan or Home Equity Loan have been paid.

         C. Binding Obligation. The High LTV Home Equity Loan or Home Equity
Loan is the legal, valid and binding obligation of the obligor thereunder and is
enforceable in accordance with its terms, except as such enforceability may be
limited by laws affecting the enforcement of creditors' rights generally. Seller
has delivered, or caused to be delivered, to the Custodian the original
Mortgage, with evidence of recording thereon, or if the original Mortgage has
not yet been returned from the recording office, a true copy of the Mortgage
which has been delivered for recording in the appropriate recording office of
the jurisdiction in which the Real Property is located.

         D. No Defenses. The High LTV Home Equity Loan or Home Equity Loan is
not subject to any right of rescission, set off, counterclaim or defense,
including the defense of usury, and the operation of any of the terms of the
High LTV Home Equity Loan or Home Equity Loan or the exercise of any right
thereunder will not render the High LTV Home Equity Loan or Home Equity Loan
unenforceable in whole or in part or subject to any right of rescission, set
off, counterclaim or defense, including the defense of usury, and no such right
of rescission, set off, counterclaim or defense has been asserted with respect
thereto.

         E. Insurance. All improvements on the related real property are covered
by a hazard insurance policy. All premiums due on such insurance have been paid
in full.

         F. Origination. The High LTV Home Equity Loan or Home Equity Loan was
originated by a home equity lender or Seller in the regular course of its
business and, if originated by a home equity lender, was purchased by Seller in
the regular course of its business.

         G. Lawful Assignment. The High LTV Home Equity Loan or Home Equity Loan
was not originated in and is not subject to the laws of any jurisdiction whose
laws would make the transfer of the High LTV Home Equity Loan or Home Equity
Loan to Custodian or the ownership of the High LTV Home Equity Loan or Home

                                      V-1

<PAGE>

Equity Loans by the Owner thereof unlawful or make the High LTV Home Equity Loan
or Home Equity Loan unenforceable.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws, applicable to the High LTV Home Equity Loan or Home Equity
Loan have been complied with and such compliance is not affected by the holding
of the High LTV Home Equity Loans or Home Equity Loans by Custodian or the
Owners' ownership of the High LTV Home Equity Loans or Home Equity Loans, and
Seller shall for at least the period of this Agreement, maintain in its
possession, available for Custodian's inspection, and shall deliver to Custodian
upon demand, evidence of compliance with all such requirements.

         I. High LTV Home Equity Loan or Home Equity Loan in Force. The High LTV
Home Equity Loan or Home Equity Loan has not been satisfied or subordinated in
whole or in part or rescinded, and the real property securing the High LTV Home
Equity Loan or Home Equity Loan has not been released from the lien of the High
LTV Home Equity Loan or Home Equity Loan in whole or in part.

         J. Valid Lien. The High LTV Home Equity Loan or Home Equity Loan has
been duly executed and delivered by the obligor and the related Mortgage is a
valid and subsisting first, second or third lien on the property therein
described; any related Mortgage has been assigned by Seller to Custodian, and
Custodian has and will have, on behalf of the Owners of the High LTV Home Equity
Loans and Home Equity Loans, a valid and subsisting lien on the property therein
described. Seller has full right to sell and assign the High LTV Home Equity
Loans and Home Equity Loans to Custodian.

         K. Capacity of Parties. All parties to the High LTV Home Equity Loan
and Home Equity Loan had capacity to execute the High LTV Home Equity Loan and
Home Equity Loan.

         L. Good Title. Prior to transfer to Custodian, Seller is the sole owner
of the High LTV Home Equity Loan or Home Equity Loan and has the authority to
sell, transfer and assign the High LTV Home Equity Loan or Home Equity Loan.
Seller has not sold, assigned or pledged the High LTV Home Equity Loan or Home
Equity Loan to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the High LTV Home Equity Loan or Home
Equity Loan and no event which, with notice and the expiration of any grace or
cure period, would constitute such a default, breach, violation or event
permitting acceleration under such High LTV Home Equity Loan or Home Equity
Loan. Seller has not waived any such default, breach, violation or event
permitting acceleration.

         N. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the real

                                      V-2

<PAGE>

property securing the High LTV Home Equity Loan or Home Equity Loan which are or
may be liens prior to, or equal or coordinate with, the lien of the High LTV
Home Equity Loan or Home Equity Loan.

         O. Equal Installments. The High LTV Home Equity Loan or Home Equity
Loan has a fixed rate and provides for level monthly payments which fully
amortize the loan over its term.

         P. Enforceability. The High LTV Home Equity Loan or Home Equity Loan
contains customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the
collateral of the benefits of the security provided thereby.

         Q. One Original. There is only one original executed High LTV Home
Equity Loan note or Home Equity Loan note, and it has been delivered to the
Custodian.

         R. Primary Resident. At the time of origination of the High LTV Home
Equity Loan or Home Equity Loan, the obligor was the primary resident of the
related real property.

         S. Qualified Mortgage for REMIC. Each High LTV Home Equity Loan or Home
Equity Loan that is secured by a Mortgage on the property described therein is a
"qualified mortgage" under Section 860G(a)(3) of the Code.

         T. Proceedings. There is no proceeding pending or, to Seller's
knowledge, threatened for the total or partial condemnation of collateral
securing a High LTV Home Equity Loan or Home Equity Loan.

         U. Marking Records. Seller has caused the portions of the Electronic
Ledger relating to the Mortgage Loans to be clearly and unambiguously marked to
indicate that such High LTV Home Equity Loans and Home Equity Loans are owned by
Custodian in accordance with the terms of the related Custodial Agreement.

         V. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the High LTV Home Equity Loans or Home Equity Loans.

         W. Real Property. Each mortgaged property is improved by a single
family dwelling which constitutes real property under state law and is the
principal residence of the obligor.

         X. Wet Home Equity Loans. Each Wet Home Equity Loan, together with
other Wet Home Equity Loans subject to Transactions hereunder, does not exceed
the lesser of (x) 150,000,000 and (y) 30% of the aggregate outstanding
Repurchase Price for all Transactions hereunder.

                                      V-3

<PAGE>



                                                                     EXHIBIT VI

          Representations with respect to Retail Installment Contracts


         A. Payments. The scheduled payment of principal and interest was made
on or before the Purchase Date by or on behalf of the obligor (without any
advance from Seller or any Person acting at the request of Seller) or was not
delinquent for more than 30 days after such Purchase Date.

         B. No Waivers. The terms of the Retail Installment Contract have not
been waived, altered or modified in any respect, except by instruments or
documents identified in the Retail Installment File.

         C. Binding Obligation. The Retail Installment Contract is the legal,
valid and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights general.

         D. No Defenses. The Retail Installment Contract is not subject to any
right of rescission, setoff, counterclaim or defense, including the defense of
usury, and the operation of any of the terms of the Retail Installment Contract
or the exercise of any right thereunder will not render the Retail Installment
Contract unenforceable in whole or in part or subject to any right of
rescission, setoff, counterclaim or defense, including the defense of usury, and
no such right of rescission, setoff, counterclaim or defense has been asserted
with respect thereto.

         E. Origination. The Retail Installment Contract was originated by a
dealer or Seller in the regular course of its business and, if originated by a
dealer, was purchased by Seller in the regular course of its business.

         F. Lawful Assignment. The Retail Installment Contract was not
originated in and is not subject to the laws of any jurisdiction whose laws
would make the transfer of the Retail Installment Contract to the Custodian or
the ownership of the Retail Installment Contracts by the Owner unlawful.

         G. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws, applicable to the Retail Installment Contract have been
complied with and such compliance is not affected by the holding of the Retail
Installment Contracts by the Custodian or the Owner's ownership of the Retail
Installment Contracts, and Seller shall maintain in its possession, available
for Buyer's inspection, and shall deliver to Buyer upon demand, evidence of
compliance with all such requirements.

                                      VI-1

<PAGE>

         H. Contract in Force. The Retail Installment Contract has not been
satisfied or subordinated in whole or in part or rescinded, and Seller's lien on
the related Consumer Product has not been released in whole or in part.

         I. Purchase Money Security Interest. The Retail Installment Contract
creates a "purchase money security interest" (as defined in the Uniform
Commercial Code) in favor of Seller in the Consumer Product covered thereby as
security for payment of the outstanding principal balance of such Retail
Installment Contract and all other obligations of the obligor under such Retail
Installment Contract; such security interest has been assigned by Seller to the
Custodian, and the Custodian has and will have a valid purchase money security
interest in such Consumer Product.

         J. Capacity of Parties. All parties to the Retail Installment Contract
had capacity to execute the Retail Installment Contract.

         K. Good Title. Prior to the transfer to the Custodian, Seller is the
owner of the Retail Installment Contract and has the authority to sell, transfer
and assign the Retail Installment. Seller has not sold, assigned or pledged the
Retail Installment Contract to any Person other than the Custodian.

         L. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Retail Installment Contract and no
event which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Retail Installment Contract. Seller has not waived any such default,
breach, violation or event permitting acceleration.

         M. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the Consumer
Product which are or may be liens prior to, or equal or coordinate with, the
lien of the Retail Installment Contract.

         N. Equal Installments. The Retail Installment Contract has a fixed rate
and provides for level monthly payments which fully amortize the loan over its
term.

         O. Enforceability. The Retail Installment Contract contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the collateral of the
benefits of the security.

         P. One Original. There is only one original executed the Retail
Installment Contract, which is held by Seller.

         Q. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Retail Installment Contracts.

                                      VI-2

<PAGE>


         R. Notation of Security Interest. With respect to each Retail
Installment Contract, if the related Consumer Product is located in a state in
which notation of a security interest on the title document is required or
permitted to perfect such security interest, the title document shows, or if a
new or replacement title document with respect to such Consumer Product is being
applied for such title document will be issued within 180 days and will show,
Seller as the holder of a first priority security interest in such Consumer
Product; if the related Consumer Product is located in a state in which the
filing of a financing statement under the UCC is required to perfect a security
interest in goods of the type including the Consumer Product, such filings or
recordings have been duly made and show Seller as secured party; and if the
related Consumer Product is an aircraft subject to registration with the Federal
Aviation Administration's Aircraft Registry, and the recordation of a mortgage,
security agreement or similar conveyance with such registry is required to
perfect the lien created thereby, such recordation has been duly made and shows
Seller as secured party or mortgagee. In any case, Buyer has the same rights as
the secured party of record would have (if such secured party were still the
owner of the Contract) against all Persons (including Seller and any trustee in
bankruptcy of Seller) claiming an interest in such Consumer Product.

                                      VI-3

<PAGE>



                                                                    EXHIBIT VII


                 Representations with respect to Vehicle Leases


         A. Binding Obligation. Each Vehicle Lease (i) constitutes a valid,
binding and enforceable payment obligation of the Obligor in accordance with its
terms (except as may be limited by applicable bankruptcy, insolvency or other
similar laws affecting the enforceability of creditors' rights generally and the
availability of equitable remedies), (ii) has been duly and properly sold,
assigned and conveyed by Seller, (iii) was originated by Seller or an Affiliate
in the ordinary course of its business, or (in the case of any Vehicle Lease
purchased by Seller) was acquired by Seller or an Affiliate for proper
consideration and was validly assigned to Seller by the originator of such
Vehicle Lease and (iv) contains customary and enforceable provisions adequate to
enable realization against the Obligor and/or the related Vehicle; provided
that, it is acknowledged and agreed by Buyer that the Vehicle Leases may be held
in the form of beneficial interests in a titling trust, so long as each such
beneficial interest (a) has been validly issued and is outstanding, representing
the entire beneficial interest in the named Vehicle Leases and the related
Vehicles free and clear of all liens and encumbrances and title to the related
Vehicles has been registered in the name of the titling trust or in the name of
the trustee for such trust (or all filings necessary for such registration have
been made), (b) represents a separate series of the issuing titling trust, and
the related Vehicles and Vehicle Leases are not subject to the debts,
liabilities or obligations of the other beneficiaries of the titling trust or
that are incurred or existing with respect to assets purported to be held within
other series of the titling trust and (c) is held by Seller free and clear of
all liens and encumbrances and Seller has good title thereto without the
necessity of any filings or additional actions that have not been completed.

         B. No Adverse Selection. No selection procedures adverse to Buyer were
utilized in selecting the Vehicle Leases from those leases owned by Seller.

         C. Compliance with Law. All requirements of applicable Federal, state
and local laws, and regulations thereunder, in respect of all of the Vehicle
Leases, have been complied with in all material respects.

         D. No Defaults. There is no known default, breach, violation or event
permitting cancellation or termination of the Vehicle Lease by the lessor under
the terms of any Vehicle Lease (other than scheduled payment delinquencies (in
excess of 10% of the scheduled payment due) of not more than 59 days), and there
has been no waiver of any of the foregoing; no related Vehicle had been
repossessed.

         E. No Liens. Immediately prior to the sale, assignment and conveyance
of each Vehicle Lease, or the beneficial interest therein, by Seller to Buyer,
Seller had good title to such lease or interest, as the case may be, and
Seller's interest in the related Vehicle (subject to the terms of such Vehicle
Lease) and was the sole owner thereof, free of any lien.

                                     VII-1

<PAGE>


         F. No Participations. No person has a participation in or other right
to receive scheduled payments under any Vehicle Lease, and neither Buyer nor
Seller has taken any action to convey any right to any person that would result
in such person having a right to scheduled payments received with respect to any
Vehicle Lease.

         G. Origination. Each Vehicle Lease was originated by Seller or an
Affiliate or acquired by Seller or an Affiliate and was sold and assigned by
Seller to Buyer without any fraud or misrepresentation on the part of Seller.

         H. Obligors. Each Obligor (i) is located in the United States, and (ii)
is not (a) the United States of America or any State or local government or any
agency, department, subdivision or instrumentality thereof or (b) Seller or any
Affiliate thereof.

         I. Lawful Assignment. The sale, transfer and assignment of such Vehicle
Lease and Seller's interest in the related Vehicle, or if applicable, the
beneficial interest therein, to Buyer, and the transfer and conveyance of such
Vehicle Lease are not unlawful, void or voidable under the laws of the
jurisdiction applicable to such Vehicle Lease.

         J. Filings. All filings and other actions required to be made, taken or
performed by any person in any jurisdiction to give Buyer a first priority
perfected lien or ownership interest in the Vehicle Leases (which where the
Vehicle Leases are held in the form of beneficial interests in a titling trust
will be a back-up security interest) have been made, taken or performed.

         K. Lease File. There exists a Lease File pertaining to each Vehicle
Lease, and such Lease File contains the Vehicle Lease or a facsimile copy
thereof.

         L. Original. There is only one original executed copy of each Vehicle
Lease or, if there are multiple originals, all such originals are in the
possession of Seller or the signed original in the possession of Seller is noted
thereon as being the only copy that constitutes chattel paper.

         M. Chattel Paper. The Vehicle Leases constitute chattel paper within
the meaning of the UCC as in effect in the States of Minnesota and Delaware.

         N. No Bankruptcy. Each Vehicle Lease was entered into by an Obligor who
had not been identified on the records of Seller as being the subject of a
current bankruptcy proceeding.

         O. Computer Tape. The computer tape containing information with respect
to the Vehicle Leases that was made available by Seller to Buyer and was used to
select the Vehicle Leases was complete and accurate in all material respects and
includes a description of the same Vehicle Leases that are described in the
Confirmation.

         P. No Delinquency. No Vehicle Lease has a scheduled payment delinquency
(in excess of 10% of the scheduled payment due) of more than 59 days past due as
of the date hereof.

                                     VII-2

<PAGE>


         Q. No Consent. Each Vehicle Lease may be sold, assigned and transferred
without the consent of, or prior approval from, or any notification to, the
applicable Obligor.

         R. No Assumption. Each Vehicle Lease prohibits the sale, assignment or
transfer of the Obligor's interest therein, the assumption of the Vehicle Lease
by another person in a manner that would release the Obligor thereof from the
Obligor's obligation, or any sale, assignment or transfer of the related
Vehicle, without the prior consent of the lessor, other than Vehicle Leases
which may (i) permit assignment to a subsidiary, corporate parent or other
affiliate, (ii) permit the assignment to a third party, provided the Obligor
remains liable under the Vehicle Lease, or (iii) permit assignment to a third
party with a credit standing (determined by Seller in accordance with its
underwriting policy and practice at the time for an equivalent contract type,
term and amount) equal to or better than the original Obligor.

         S. Payment Currency. The Obligor under each Vehicle Lease is required
to make payments thereunder (i) in United States dollars, and (ii) in fixed
amounts and on fixed and predetermined dates.

         T. Obligor Responsibility. Each Vehicle Lease requires the Obligor to
assume responsibility for payment of all expenses in connection with the
maintenance and repair of the related Vehicle, the payment of all premiums for
insurance of such Vehicle and the payment of all taxes (including sales and
property taxes) relating to such Vehicle.

         U. No Set-Off. Each Vehicle Lease requires the Obligor thereunder to
make all scheduled payments thereon under all circumstances and regardless of
the condition or suitability of the related Vehicle and notwithstanding any
defense, set-off or counterclaim that the Obligor may have against the
manufacturer, lessor or lender (as the case may be).

         V. Damaged Vehicle. Under each Vehicle Lease, if the Vehicle is damaged
or destroyed, the Obligor is required either (i) to repair such Vehicle, (ii) to
make a termination payment to the lessor, or (iii) in some cases, to replace
such damaged or destroyed Vehicle with other Vehicle of comparable use and
value.

         W. Accurate Information. The information with respect to the Vehicle
Leases listed on the Confirmation is true, correct and complete in all material
respects.

         X. No Waiver. No provisions of any Vehicle Lease have been waived,
altered or modified in any material respect, except as indicated in the related
Lease File.

                                     VII-3

<PAGE>



                                                                 EXHIBIT VIII-1


       Representations with respect to Manufactured Housing Contracts
                         (not relating to real property)


         A. Payments. The scheduled payment of principal and interest was made
on or before the Purchase Date by or on behalf of the obligor (without any
advance from Conseco or any Person acting at the request of Conseco) or was not
delinquent for more than 30 days after such Purchase Date.

         B. No Waivers. The terms of the Manufactured Housing Contract have not
been waived, altered or modified in any respect, except by instruments or
documents identified in the Manufactured Housing Chattel Paper Contract File.

         C. Binding Obligation. The Manufactured Housing Contract is the legal,
valid and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights general.

         D. No Defenses. The Manufactured Housing Contract is not subject to any
right of rescission, setoff, counterclaim or defense, including the defense of
usury, and the operation of any of the terms of the Manufactured Housing
Contract or the exercise of any right thereunder will not render the
Manufactured Housing Contract unenforceable in whole or in part or subject to
any right of rescission, setoff, counterclaim or defense, including the defense
of usury, and no such right of rescission, setoff, counterclaim or defense has
been asserted with respect thereto.

         E. Insurance. Conseco or its agent has monitored the existence of a
hazard insurance policy with respect to the manufactured home securing a
Manufactured Housing Contract and if the Conseco has determined that no such
policy exists, Conseco has arranged for such insurance and has billed the
related obligor through its loan account.

         F. Origination. The Manufactured Housing Contract was originated by a
manufactured housing dealer or Conseco in the regular course of its business
and, if originated by a manufactured housing dealer, was purchased by Conseco in
the regular course of its business.

         G. Lawful Assignment. The Manufactured Housing Contract was not
originated in and is not subject to the laws of any jurisdiction whose laws
would make the transfer of the Manufactured Housing Contract to the Custodian or
the ownership of the Manufactured Housing Contracts by Seller unlawful.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit

                                    VIII-1-1

<PAGE>

opportunity laws, applicable to the Manufactured Housing Contract have been
complied with and such compliance is not affected by the holding of the
Manufactured Housing Contracts by the Custodian or Seller's ownership of the
Manufactured Housing Contracts, and Seller shall maintain in its possession,
available for Buyer's inspection, and shall deliver to Buyer upon demand,
evidence of compliance with all such requirements.

         I. Manufactured Housing Contract in Force. The Manufactured Housing
Contract has not been satisfied or subordinated in whole or in part or
rescinded, and the manufactured home securing the Manufactured Housing Contract
has not been released from the lien of the Manufactured Housing Contract in
whole or in part.

         J. Valid Security Interest. The Manufactured Housing Contract creates a
valid and enforceable perfected first priority security interest in favor of
Conseco in the manufactured home covered thereby as security for payment of the
outstanding principal balance of such Manufactured Housing Contract and all
other obligations of the obligor under such Manufactured Housing Contract; such
security interest has been assigned by Conseco to the Custodian, and the
Custodian has and will, on behalf of Buyer have a valid and perfected and
enforceable first priority security interest in such manufactured home.

         K. Capacity of Parties. All parties to the Manufactured Housing
Contract had capacity to execute the Manufactured Housing Contract.

         L. Good Title. In the case of a Manufactured Housing Contract purchased
from a manufactured housing dealer, Conseco purchased the Manufactured Housing
Contract for fair value and took possession thereof in the ordinary course of
its business, without knowledge that the Manufactured Housing Contract was
subject to a security interest. Conseco has not sold, assigned or pledged the
Manufactured Housing Contract to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Manufactured Housing Contract and no
event which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Manufactured Housing Contract. Conseco has not waived any such
default, breach, violation or event permitting acceleration.

         N. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the
manufactured home securing the Manufactured Housing Contract which are or may be
liens prior to, or equal or coordinate with, the lien of the Manufactured
Housing Contract.

         O. Equal Installments. The Manufactured Housing Contract either has a
fixed rate or is a Step-Up Rate Contract and provides for level monthly payments
which fully amortize the loan over its term.

                                    VIII-1-2

<PAGE>


         P. Enforceability. The Manufactured Housing Contract contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the collateral of the
benefits of the security.

         Q. One Original. There is only one original executed Manufactured
Housing Contract, which is held by Seller.

         R. Loan-to-Value Ratio. At the time of its origination each
Manufactured Housing Contract had a Loan-to-Value Ratio not greater than 95%; if
the related manufactured home was new at the time such Manufactured Housing
Contract was originated, the original principal balance of such Manufactured
Housing Contract was not in excess of that permitted by Conseco's underwriting
guidelines in effect at the time the Manufactured Housing Contract was
originated.

         S. Primary Resident. At the time of origination of the Manufactured
Housing Contract the obligor was the primary resident of the related
manufactured home or the primary resident was the child of the obligor.

         T. Not Real Estate. The related manufactured home is not considered or
classified as part of the real estate on which it is located under the laws of
the jurisdiction in which it is located and such manufactured home is, to the
best of Seller's knowledge, free of damage and in good repair.

         U. Notation of Security Interest. If the related manufactured home is
located in a state in which notation of a security interest on the title
document is required or permitted to perfect such security interest, the title
document shows, or if a new or replacement title document with respect to such
manufactured home is being applied for such title document will be issued within
180 days and will show, Conseco as the holder of a first priority security
interest in such manufactured home. If the related manufactured home is located
in a state in which the filing of a financing statement under the UCC is
required to perfect a security interest in Manufactured Housing, such filings or
recordings have been duly made and show Conseco as secured party. In either
case, the Custodian has the same rights as the secured party of record would
have (if such secured party were still the owner of the Manufactured Housing
Contract) against all Persons claiming an interest in such manufactured home.

         V. Qualified Mortgage for REMIC. Each Manufactured Housing Contract is
a "qualified mortgage" under Section 860G(a)(3) of the Code, and the related
manufactured home is "Manufactured Housing" within the meaning of Section
25(e)(10) of the Code.

         W. FHA/VA Manufactured Housing Contracts. If the Manufactured Housing
Contract is a FHA/VA Manufactured Housing Contract, the Manufactured Housing
Contract has been serviced in accordance with the FHA/VA regulations, the
insurance or guarantee of the Manufactured Housing Contract under FHA/VA
regulations and related laws is in full force and effect, and no event has
occurred which, with or without notice or lapse of time or both, would impair
such insurance or guarantee.

                                    VIII-1-3

<PAGE>


         X. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Manufactured Housing Contracts.

                                    VIII-1-4

<PAGE>



                                                                 EXHIBIT VIII-2

         Representations with respect to Manufactured Housing Contracts
                           (relating to real property)


         A. Payments. The scheduled payment of principal and interest was made
on or before the Purchase Date by or on behalf of the obligor (without any
advance from Conseco or any Person acting at the request of Conseco) or was not
delinquent for more than 30 days after such Purchase Date.

         B. No Waivers. The terms of the Manufactured Housing Contract have not
been waived, altered or modified in any respect, except by instruments or
documents identified in the Manufactured Housing Chattel Paper Contract File.

         C. Binding Obligation. The Manufactured Housing Contract is the legal,
valid and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights general.

         D. No Defenses. The Manufactured Housing Contract is not subject to any
right of rescission, setoff, counterclaim or defense, including the defense of
usury, and the operation of any of the terms of the Manufactured Housing
Contract or the exercise of any right thereunder will not render the
Manufactured Housing Contract unenforceable in whole or in part or subject to
any right of rescission, setoff, counterclaim or defense, including the defense
of usury, and no such right of rescission, setoff, counterclaim or defense has
been asserted with respect thereto.

         E. Insurance. Conseco or its agent has monitored the existence of a
hazard insurance policy with respect to the manufactured home securing a
Manufactured Housing Contract and if Conseco has determined that no such policy
exists, Conseco has arranged for such insurance and has billed the related
obligor through its loan account.

         F. Origination. The Manufactured Housing Contract was originated by a
manufactured housing dealer or Conseco in the regular course of its business
and, if originated by a manufactured housing dealer, was purchased by Conseco in
the regular course of its business.

         G. Lawful Assignment. The Manufactured Housing Contract was not
originated in and is not subject to the laws of any jurisdiction whose laws
would make the transfer of the Manufactured Housing Contract to the Custodian or
the ownership of the Manufactured Housing Contracts by Seller unlawful.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit

                                    VIII-2-1

<PAGE>

opportunity laws, applicable to the Manufactured Housing Contract have been
complied with and such compliance is not affected by the holding of the
Manufactured Housing Contracts by the Custodian or Seller's ownership of the
Manufactured Housing Contracts, and Seller shall maintain in its possession,
available for Buyer's inspection, and shall deliver to Buyer upon demand,
evidence of compliance with all such requirements.

         I. Manufactured Housing Contract in Force. The Manufactured Housing
Contract has not been satisfied or subordinated in whole or in part or
rescinded, and the manufactured home securing the Manufactured Housing Contract
has not been released from the lien of the Manufactured Housing Contract in
whole or in part.

         J. Interest in Real Property. Each mortgage is a valid first lien in
favor of Conseco on real property securing the amount owed by the obligor under
the related Manufactured Housing Contract subject only to (a) the lien of
current real property taxes and assessments, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally in the area wherein
the property subject to the mortgage is located or specifically reflected in the
appraisal obtained in connection with the origination of the related
Manufactured Housing Contract obtained by Conseco and (c) other matters to which
like properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by such Mortgage. Conseco has
assigned all of its right, title and interest in such Manufactured Housing
Contract and related mortgage, including the security interest in the
manufactured home covered thereby, to the Custodian. The Custodian has and will
have a valid and perfected and enforceable first priority security interest in
such Manufactured Housing Contract. The Manufactured Housing Contract creates a
valid and enforceable perfected first priority security interest in favor of
Conseco in the manufactured home covered thereby (to the extent such
manufactured home is not considered real property) as security for payment of
the outstanding principal balance of such Manufactured Housing Contract and all
other obligations of the obligor under such Manufactured Housing Contract; such
security interest has been assigned by Conseco to the Custodian, and the
Custodian has and will, on behalf of the Owners of the Manufactured Housing
Contracts, have a valid and perfected and enforceable first priority security
interest in such manufactured home.

         K. Capacity of Parties. All parties to the Manufactured Housing
Contract had capacity to execute the Manufactured Housing Contract.

         L. Good Title. In the case of a Manufactured Housing Contract purchased
from a manufactured housing dealer, Conseco purchased the Manufactured Housing
Contract for fair value and took possession thereof in the ordinary course of
its business, without knowledge that the Manufactured Housing Contract was
subject to a security interest. Conseco has not sold, assigned or pledged the
Manufactured Housing Contract to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Manufactured Housing Contract and no
event which, with notice and the expiration of any grace or cure period, would

                                    VIII-2-2

<PAGE>

constitute such a default, breach, violation or event permitting acceleration
under such Manufactured Housing Contract. Conseco has not waived any such
default, breach, violation or event permitting acceleration.

         N. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the
manufactured home securing the Manufactured Housing Contract which are or may be
liens prior to, or equal or coordinate with, the lien of the Manufactured
Housing Contract.

         O. Equal Installments. The Manufactured Housing Contract either has a
fixed rate or is a Step-Up Rate Contract and provides for level monthly payments
which fully amortize the loan over its term.

         P. Enforceability. The Manufactured Housing Contract contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the collateral of the
benefits of the security.

         Q. One Original. There is only one original executed Manufactured
Housing Contract, which is held by Seller.

         R. Loan-to-Value Ratio. At the time of its origination each
Manufactured Housing Contract had a Loan-to-Value Ratio not greater than 95%; if
the related manufactured home was new at the time such Manufactured Housing
Contract was originated, the original principal balance of such Manufactured
Housing Contract was not in excess of that permitted by Conseco's underwriting
guidelines in effect at the time the Manufactured Housing Contract was
originated.

         S. Primary Resident. At the time of origination of the Manufactured
Housing Contract the obligor was the primary resident of the related
manufactured home or the primary resident was the child of the obligor.

         T. Good Repair. The related manufactured home is, to the best of
Seller's knowledge, free of damage and in good repair.

         U. Qualified Mortgage for REMIC. Each Manufactured Housing Contract is
a "qualified mortgage" under Section 860G(a)(3) of the Code, and the related
manufactured home is "Manufactured Housing" within the meaning of Section
25(e)(10) of the Code.

         V. FHA/VA Manufactured Housing Contracts. If the Manufactured Housing
Contract is a FHA/VA Manufactured Housing Contract, the Manufactured Housing
Contract has been serviced in accordance with the FHA/VA regulations, the
insurance or guarantee of the Manufactured Housing Contract under FHA/VA
regulations and related laws is in full force and effect, and no event has
occurred which, with or without notice or lapse of time or both, would impair
such insurance or guarantee.

                                    VIII-2-3

<PAGE>


         W. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Manufactured Housing Contracts.

                                    VIII-2-4

<PAGE>



                                                                     EXHIBIT IX

                          Representations with respect
                              to Floor Plan Assets

         A. No Waivers. The terms of the Floor Plan Asset have not been waived,
altered or modified in any respect (except as provided in the related pooling
and servicing agreement).

         B. Binding Obligation. The Floor Plan Asset is the legal, valid and
binding obligation of the issuing master trust thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights generally.

         C. Lawful Assignment. The Floor Plan Asset is not subject to the laws
of any jurisdiction whose laws would make the transfer of the Floor Plan Asset
to Custodian or the ownership of the Floor Plan Assets by the owner thereof
unlawful or make the Floor Plan Asset unenforceable.

         D. Good Title. Prior to transfer to Custodian, Seller is the sole owner
of the Floor Plan Asset and has the authority to sell, transfer and assign the
Floor Plan Asset. Seller has not sold, assigned or pledged the Floor Plan Asset
to any Person other than the Custodian.

         E. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Floor Plan Asset and no event which,
with notice and the expiration of any grace or cure period, would constitute
such a default, breach, violation or event permitting acceleration under such
Floor Plan Asset. Seller has not waived any such default, breach, violation or
event permitting acceleration.

         F. Enforceability. The Floor Plan Asset contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the collateral of the benefits of
the security provided thereby.

                                      IX-1

<PAGE>



                                                                      EXHIBIT X



                                                   January 30, 2002

Lehman Commercial Paper Inc.
101 Hudson Street
Jersey City, New Jersey 07302

                              CONSECO FINANCE CORP.

                      Amended and Restated Limited Guaranty

 Second Amended and Restated Master Repurchase Agreement Dated as of January 30,
2002

Gentlemen:

         AA. For value received and in accordance with the terms of the Second
Amended and Restated Master Repurchase Agreement, dated as of January 30, 2002
as amended from time to time (the "Repurchase Agreement") between Lehman
Commercial Paper Inc., as buyer ("Buyer"), and Green Tree Finance Corp. - Five,
as seller ("Seller"), Conseco Finance Corp., formerly known as Green Tree
Financial Corporation ("Conseco"), hereby guarantees payment to Buyer or any
successor in interest of Buyer with respect to any Purchased Eligible Assets
under the Repurchase Agreement in an aggregate amount from time to time not
exceeding the sum of the Guaranty Amount, as hereinafter defined. Buyer or U.S.
Bank National Association, as custodian under the Custodial Agreement (as
defined in the Repurchase Agreement), may make demands under this Limited
Guaranty of the Guaranty Amount from time to time. Conseco hereby represents
that its obligations hereunder do and shall rank pari passu with all unsecured
and unsubordinated indebtedness of Conseco.

         BB. Payments required under this Limited Guaranty shall be payable
whenever any Guaranty Amount (as defined below) has not been promptly made to
Buyer in accordance with the Repurchase Agreement and the Custodial Agreement,
without regard to any stay or delay with respect to such payment permitted or
required by bankruptcy or any other applicable law. Neither Buyer nor Custodian
on behalf of Buyer shall be required to realize upon any Purchased Eligible
Assets or other security or exercise any remedies prior to making a payment
demand under this Limited Guaranty. The aggregate sum remaining available
hereunder from time to time shall be available upon the presentation by Buyer or
Custodian on behalf of Buyer of the Notice for Payment in the form of Exhibit A
hereto (the "Notice"), setting forth the information called for therein.

                                      X-1

<PAGE>


         CC. The "Guaranty Amount" as of any date means, collectively, the sums
described in paragraphs HH and II of this Limited Guaranty plus the sum of (i)
the lesser of (x) the sum of (A) the Repurchase Price of the Purchased
Non-Esoteric Eligible Assets (whether payable upon demand by Buyer, as a result
of an acceleration of the Repurchase Date therefor or otherwise) and (B) the
Price Differential thereof and any liquidation costs and attorneys' fees
associated with realizing upon and selling Purchased Non-Esoteric Eligible
Assets and (y) 10% of the outstanding principal amount of all Purchased
Non-Esoteric Eligible Assets at the time a payment demand is made under this
Limited Guaranty and (ii) the sum of (A) the Repurchase Price of the Purchased
Esoteric Eligible Assets (whether payable upon demand by Buyer, as a result of
an acceleration of the Repurchase Date therefor or otherwise) and (B) the Price
Differential thereof and any liquidation costs and attorneys' fees associated
with realizing upon and the selling Purchased Esoteric Eligible Assets. All
payments due hereunder shall be paid in immediately available funds after
receipt of the Notice no later than 1:00 P.M. on the second business day
following the date of presentation of the Notice. "Purchased Esoteric Eligible
Assets" are Purchased Eligible Assets that are Esoteric Assets and "Purchased
Non-Esoteric Eligible Assets" are the Purchased other than the Esoteric Assets.

         DD. Presentation of the Notice shall be made in writing to the address
specified in this paragraph or by presentation of facsimile documentation at
(612) 293-5745, Attention: Chief Financial Officer, or such other number or name
as Conseco may specify. Such documentation shall be followed by original
documentation as soon as reasonably practicable to Conseco's office located at
1100 Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639,
Attention: Chief Financial Officer, or such other number or name which may be
designated by Conseco by written notice delivered to the Custodian.

         EE. This Limited Guaranty shall be governed by, and construed in
accordance with, the laws of the State of New York. Communications with respect
to this Limited Guaranty other than requests for payment pursuant to a Notice
referred to in the preceding paragraph shall be addressed to Conseco at 1100
Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639,
Attention: Chief Financial Officer, specifically referring to this Limited
Guaranty.

         FF. Conseco hereby waives all rights of subrogation, contribution,
reimbursement, indemnity or otherwise, whether arising by contract or operation
of law (including, without limitation, any such right arising under the Federal
Bankruptcy Code) or otherwise by reason of any payment by Conseco pursuant to
the provisions of this Limited Guaranty and agrees for the benefit of each of
Seller's creditors that any such payment by it shall constitute a contribution
of capital by Conseco to Seller.

         GG. As further security for this Limited Guaranty and to secure all of
Seller's obligations to Buyer, Conseco hereby grants a present security interest
in and transfers and assigns to Buyer (a) any and all interest, if any, it may
now or hereafter have in the Purchased Eligible Assets (as defined in the
Repurchase Agreement) until such securities have been sold or otherwise disposed
of by Buyer, and (b) all claims and demands, presently existing or hereafter

                                      X-2

<PAGE>

accrued thereon, and any and all collateral or security Conseco now has or may
hereafter have or acquire against Seller with respect to the Purchased Eligible
Assets or any of them with full right on the part of Buyer in its own name or in
the name of Conseco to collect and enforce such claims by legal action, proof of
debt in bankruptcy or other liquidation proceedings, and to vote in any
proceedings for the arrangement of debts at any time proposed, and Conseco
hereby irrevocably appoints Buyer as attorney-in-fact for Conseco for the
purpose of such enforcement and for the purpose of endorsing in the name of
Guarantors any instrument for the payment of money.

         HH. In the event that any representation or warranty made by Seller in
the Repurchase Agreement or by Conseco or Seller under any servicing
arrangements or the Custodial Agreement shall be false or misleading in any
material respect, there shall be immediately due from Conseco to Buyer the loss,
cost, damage or expense incurred by Buyer by reason of such representation or
warranty being false or misleading in any material respect. In addition, there
shall be immediately due from Conseco any Indemnified Amounts that are due to
Buyer or any other Indemnified Parties under, and as defined in, the Repurchase
Agreement.

         II. In the event that Buyer for any reason whatsoever shall deem it
necessary to refer this Limited Guaranty to an attorney for the enforcement
thereof or of any rights hereunder or otherwise, there shall be immediately due
from Conseco to Buyer, reasonable attorneys' fees and disbursements, together
with all costs and expenses of such action.

         JJ. This Limited Guaranty sets forth in full Conseco's undertaking, and
such undertaking shall not in any way be modified, amended, amplified or limited
by reference to any document, instrument or agreement referred to herein other
than any request, for payment hereunder and the Repurchase Agreement, and any
such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except for requests for payment pursuant to a
Notice and the Repurchase Agreement.

         KK. Conseco hereby waives the right of trial by jury in any litigation
arising hereunder and also waives the right in any such litigation, to impose
counterclaims or setoffs of any kind or description unless such counterclaim or
set off is compulsory or mandatory in nature under the New York Civil Practice
Law and Rules. Conseco further agrees to submit to personal jurisdiction in the
State of New York in any action or proceeding arising out of this Guaranty.

         LL. Conseco shall provide information, documentation and access to
personnel as Buyer shall require in order to monitor Conseco's liquidity, cash
flow and capitalization.

         MM. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Repurchase Agreement.

                                      X-3



<PAGE>


         IN WITNESS WHEREOF, this Limited Guaranty is impressed, imprinted or
engraved hereon, attested by its secretary or any Assistant Secretary.

                                           CONSECO FINANCE CORP.



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

Attest:


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


                                      X-4

<PAGE>



                                                                      EXHIBIT A
                                                                             to
                                                               Limited Guaranty

Conseco Finance Corp.
1100 Landmark Towers
345 St. Peter Street
St. Paul, Minnesota 55102-1639
Attention:  Chief Financial Officer

                               NOTICE FOR PAYMENT
                           UNDER THE LIMITED GUARANTY

         The undersigned individual, a duly authorized officer of [ Lehman
Commercial Paper Inc. (the "Buyer") ], [U.S. Bank National Association, as
custodian ("Custodian") under that certain Custodial Agreement among Custodian,
Buyer and Green Tree Finance Corp. - Five ("Seller"),] hereby certified to
Conseco Finance Corp. ("Conseco") on behalf of Buyer with reference to that
certain Amended and Restated Limited Guaranty, dated January 30, 2002 (the
"Limited Guaranty"), of Conseco in favor of Buyer, executed pursuant to the
Second Amended and Restated Master Repurchase Agreement, dated January 30, 2002
(the "Repurchase Agreement"), between Seller and Buyer, in respect of Securities
(as defined in the Repurchase Agreement) as follows:

         1. [Buyer] [Custodian on behalf of Buyer] is entitled to make a demand
under the Limited Guaranty.

         2. The Guaranty Amount as of the Date of this Notice is $________. The
amount demanded by this notice (together with the amount of any other payments
demanded under all other Notices for Payment) does not exceed the Guaranty
Amount.

                                     X-A-1
<PAGE>


         3. [Buyer] [Custodian on behalf of Buyer] demands payment of
$_________, which is the amount it is entitled to demand pursuant to the
Limited Guaranty.

         4. The amount demanded is to be paid in immediately available funds by
1:00 P.M. of the second business day following the date of presentation of this
notice.

         5. [Provide payment instructions.]

         6. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Repurchase Agreement.

         IN WITNESS WHEREOF, this notice has been executed this____day of____.

                                            [LEHMAN COMMERCIAL PAPER INC.]
                                            [CUSTODIAN]


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



                                     X-A-2

<PAGE>



                                                                     Schedule A
                                 Esoteric Assets

<TABLE>
<CAPTION>

                                                                          Principal Balance
        Pool ID             Pool Description        Account Number             Amount              Product Class

         <S>                    <C>                <C>                        <C>                   <C>

         20899                  LB HELOC           1999-6912512685             $39,916.96           Home Equity
         20899                  LB HELOC           1999-6912504773             $36,900.00           Home Equity
         20899                  LB HELOC           1999-6912495998             $82,094.42           Home Equity
         20899                  LB HELOC           1999-6912494959            $204,892.20           Home Equity
         20899                  LB HELOC           1999-6912494587             $31,605.03           Home Equity
         20899                  LB HELOC           1999-6912492599             $23,955.95           Home Equity
         20899                  LB HELOC           1999-6912490619             $38,586.77           Home Equity
         20899                  LB HELOC           1999-6912489926             $58,560.35           Home Equity
         20899                  LB HELOC           1999-6912484463            $239,343.68           Home Equity
         20899                  LB HELOC           1999-6912478408             $66,562.40           Home Equity
         20899                  LB HELOC           1999-6912477921            $181,674.08           Home Equity
         20899                  LB HELOC           1999-6912476105             $64,368.12           Home Equity
         20899                  LB HELOC           1999-6912476048             $60,200.00           Home Equity
         20899                  LB HELOC           1999-6912472849            $144,282.50           Home Equity
         20899                  LB HELOC           1999-6912471379             $43,088.94           Home Equity
         20899                  LB HELOC           1999-6912470876            $156,195.01           Home Equity
         20899                  LB HELOC           1999-6912468730             $28,841.90           Home Equity
         20899                  LB HELOC           1999-6912467443             $60,259.48           Home Equity
         20899                  LB HELOC           1999-6912465280            $134,049.69           Home Equity
         20899                  LB HELOC           1999-6912457352             $53,505.44           Home Equity
         20899                  LB HELOC           1999-6912454573             $26,847.04           Home Equity
         20899                  LB HELOC           1999-6912453989            $110,647.35           Home Equity
         20899                  LB HELOC           1999-6912444194            $147,520.05           Home Equity
         20899                  LB HELOC           1999-6912441745            $155,791.05           Home Equity
         20899                  LB HELOC           1999-6912441265            $165,957.90           Home Equity
         20899                  LB HELOC           1999-6912440762             $22,466.25           Home Equity
         20899                  LB HELOC           1999-6912406813             $31,248.45           Home Equity
         20899                  LB HELOC           1999-6912498158             $95,288.00           Home Equity
         20899                  LB HELOC           1999-6912599658            $102,764.70           Home Equity
         20899                  LB HELOC           1999-6912572614             $74,778.21           Home Equity
         20899                  LB HELOC           1999-6912086847            $233,333.58           Home Equity
         20899                  LB HELOC           1999-6911740576             $25,982.85           Home Equity
         20899                  LB HELOC           1999-6911667902             $39,123.33           Home Equity
         20899                  LB HELOC           1999-6911666813             $48,928.67           Home Equity
         20899                  LB HELOC           1999-6911662978            $111,286.85           Home Equity
         20899                  LB HELOC           1999-6911625231             $53,916.11           Home Equity
         20899                  LB HELOC           1999-6911624598             $32,206.05           Home Equity
         20899                  LB HELOC           1999-6911617493             $74,621.82           Home Equity
         20899                  LB HELOC           1999-6911593876             $99,401.14           Home Equity
         20899                  LB HELOC           1999-6911591979             $31,855.33           Home Equity
         20899                  LB HELOC           1999-6912292718             $69,895.00           Home Equity
         20899                  LB HELOC           1999-6912216998            $241,537.05           Home Equity

                                      A-1
<PAGE>

         20899                  LB HELOC           1999-6912211593            $302,667.90           Home Equity
         20899                  LB HELOC           1999-6912195697             $56,995.31           Home Equity
         20899                  LB HELOC           1999-6912175061             $59,603.03           Home Equity
         20899                  LB HELOC           1999-6911977848             $90,278.43           Home Equity
         20899                  LB HELOC           1999-6911113568            $166,514.01           Home Equity
         20899                  LB HELOC           1999-6910931648             $56,871.16           Home Equity
         20899                  LB HELOC           1999-6912234447             $42,181.67           Home Equity
         20899                  LB HELOC           1999-6912233670            $105,698.12           Home Equity
         20899                  LB HELOC           1999-6912233506            $134,405.49           Home Equity
         20899                  LB HELOC           1999-6912229363            $141,339.88           Home Equity
         20899                  LB HELOC           1999-6912226682            $149,572.85           Home Equity
         20899                  LB HELOC           1999-6911669924             $22,524.27           Home Equity
         20899                  LB HELOC           1999-6911668942             $30,304.36           Home Equity
         20899                  LB HELOC           1999-6911657903             $33,100.66           Home Equity
         20899                  LB HELOC           1999-6911657143             $99,396.31           Home Equity
         20899                  LB HELOC           1999-6911649371             $70,698.45           Home Equity
         20899                  LB HELOC           1999-6911641410            $134,988.27           Home Equity
         20899                  LB HELOC           1999-6911624275              $9,900.00           Home Equity
         20899                  LB HELOC           1999-6911620836             $20,800.96           Home Equity
         20899                  LB HELOC           1999-6911602776              $9,932.85           Home Equity
         20899                  LB HELOC           1999-6911599584             $66,801.97           Home Equity
         20899                  LB HELOC           1999-6911594551             $42,926.10           Home Equity
         20899                  LB HELOC           1999-6911560347            $134,538.62           Home Equity
         20899                  LB HELOC           1999-6911550132             $39,850.31           Home Equity
         20899                  LB HELOC           1999-6911544218             $67,195.63           Home Equity
         20899                  LB HELOC           1999-6911526660             $62,004.00           Home Equity
         20899                  LB HELOC           1999-6911523303             $32,186.95           Home Equity
         20899                  LB HELOC           1999-6911475553             $63,671.03           Home Equity
         20899                  LB HELOC           1999-6911399449            $137,394.02           Home Equity
         20899                  LB HELOC           1999-6911399001             $23,487.57           Home Equity
         20899                  LB HELOC           1999-6911397898             $19,855.74           Home Equity
         20899                  LB HELOC           1999-6911391073             $94,360.43           Home Equity
         20899                  LB HELOC           1999-6911380134             $66,397.13           Home Equity
         20899                  LB HELOC           1999-6911373840             $68,157.47           Home Equity
         20899                  LB HELOC           1999-6911364716            $118,900.95           Home Equity
         20899                  LB HELOC           1999-6911341136            $113,516.59           Home Equity
         20899                  LB HELOC           1999-6911334776             $75,898.48           Home Equity
         20899                  LB HELOC           1999-6911317607             $79,065.11           Home Equity
         20899                  LB HELOC           1999-6911313424             $89,309.83           Home Equity
         20899                  LB HELOC           1999-6911256888             $55,809.03           Home Equity
         20899                  LB HELOC           1999-6911109954             $70,886.37           Home Equity
         20899                  LB HELOC           1999-6910852042             $44,891.82           Home Equity
         20899                  LB HELOC           1999-6910593547            $173,331.33           Home Equity

                                      A-2
<PAGE>

         20899                  LB HELOC           1999-6912061592             $64,793.97           Home Equity
         20899                  LB HELOC           1999-6910592838             $23,629.03           Home Equity
         20899                  LB HELOC           1999-6910584058             $61,373.85           Home Equity
         20899                  LB HELOC           1999-6910572889             $31,829.01           Home Equity
         20899                  LB HELOC           1999-6910502720             $96,855.13           Home Equity
         20899                  LB HELOC           1999-6910851325             $53,878.73           Home Equity
         20899                  LB HELOC           1999-6910850053             $40,978.98           Home Equity
         20899                  LB HELOC           1999-6910836755            $213,133.01           Home Equity
         20899                  LB HELOC           1999-6910829776             $41,919.88           Home Equity
         20899                  LB HELOC           1999-6910826814             $28,364.60           Home Equity
         20899                  LB HELOC           1999-6910811444            $133,286.52           Home Equity
         20899                  LB HELOC           1999-6910802450             $22,961.82           Home Equity
         20899                  LB HELOC           1999-6910753554            $146,039.27           Home Equity
         20899                  LB HELOC           1999-6910698585            $133,477.41           Home Equity
         20899                  LB HELOC           1999-6910880712             $35,556.67           Home Equity
         20899                  LB HELOC           1999-6910876561             $11,433.29           Home Equity
         20899                  LB HELOC           1999-6910860995             $12,025.89           Home Equity
         20899                  LB HELOC           1999-6910860029             $25,313.71           Home Equity
         20899                  LB HELOC           1999-6910858924            $104,581.62           Home Equity
         20899                  LB HELOC           1999-6911075627             $42,171.02           Home Equity
         20899                  LB HELOC           1999-6911323779             $62,182.84           Home Equity
         20899                  LB HELOC           1999-6911320825            $278,698.66           Home Equity
         20899                  LB HELOC           1999-6911315320             $31,239.47           Home Equity
         20899                  LB HELOC           1999-6911274659             $66,095.75           Home Equity
         20899                  LB HELOC           1999-6911269345             $85,285.39           Home Equity
         20899                  LB HELOC           1999-6911181904             $22,125.52           Home Equity
         20899                  LB HELOC           1999-6911181151             $54,859.46           Home Equity
         20899                  LB HELOC           1999-6911177530             $36,166.89           Home Equity
         20899                  LB HELOC           1999-6911116082             $59,817.73           Home Equity
         20899                  LB HELOC           1999-6911110325            $229,057.23           Home Equity
         20899                  LB HELOC           1999-6911110077            $109,014.78           Home Equity
         20899                  LB HELOC           1999-6911108956            $161,283.83           Home Equity
         20899                  LB HELOC           1999-6911101209             $82,331.90           Home Equity
         20899                  LB HELOC           1999-6911099395             $52,548.07           Home Equity
         20899                  LB HELOC           1999-6911086160            $137,733.88           Home Equity
         20899                  LB HELOC           1999-6911322763             $16,625.88           Home Equity
         20899                  LB HELOC           1999-6911375076              $9,717.29           Home Equity
         20899                  LB HELOC           1999-6911978168            $121,948.33           Home Equity
         20899                  LB HELOC           1999-6911972815             $46,995.11           Home Equity
         20899                  LB HELOC           1999-6911912639             $35,819.91           Home Equity
         20899                  LB HELOC           1999-6911894985            $407,519.98           Home Equity
         20899                  LB HELOC           1999-6911888763             $86,788.05           Home Equity
         20899                  LB HELOC           1999-6911690607             $48,222.02           Home Equity

                                      A-3
<PAGE>

         20899                  LB HELOC           1999-6912289326             $56,859.64           Home Equity
         20899                  LB HELOC           1999-6912258511             $53,818.23           Home Equity
         20899                  LB HELOC           1999-6912210223             $38,961.47           Home Equity
         20899                  LB HELOC           1999-6912198204             $32,033.69           Home Equity
         20899                  LB HELOC           1999-6912197610             $69,800.65           Home Equity
         20899                  LB HELOC           1999-6912127237             $63,592.42           Home Equity
         20899                  LB HELOC           1999-6912122139             $38,912.56           Home Equity
         20899                  LB HELOC           1999-6911943576            $137,087.62           Home Equity
         20899                  LB HELOC           1999-6911938923            $244,140.87           Home Equity
         20899                  LB HELOC           1999-6911917448            $153,623.31           Home Equity
         20899                  LB HELOC           1999-6911898622             $14,715.72           Home Equity
         20899                  LB HELOC           1999-6911808480             $82,870.33           Home Equity
         20899                  LB HELOC           1999-6912556807             $55,000.00           Home Equity
         20899                  LB HELOC           1999-6912545396             $33,581.62           Home Equity
         20899                  LB HELOC           1999-6912479265             $49,115.00           Home Equity
         20899                  LB HELOC           1999-6912473441             $50,845.14           Home Equity
         20899                  LB HELOC           1999-6912440374             $94,701.73           Home Equity
         20899                  LB HELOC           1999-6912415301             $80,509.65           Home Equity
         20899                  LB HELOC           1999-6912367775            $167,707.18           Home Equity
         20899                  LB HELOC           1999-6912044655            $211,900.28           Home Equity
         20899                  LB HELOC           1999-6912038038             $52,128.91           Home Equity
         20899                  LB HELOC           1999-6912029268             $19,830.38           Home Equity
         20899                  LB HELOC           1999-6911971825             $91,608.28           Home Equity
         20899                  LB HELOC           1999-6911958459            $104,701.87           Home Equity
         20899                  LB HELOC           1999-6911952163            $191,832.95           Home Equity
         20899                  LB HELOC           1999-6912002182             $54,033.42           Home Equity
         20899                  LB HELOC           1999-6911949920             $23,134.55           Home Equity
         20899                  LB HELOC           1999-6912436927             $80,878.50           Home Equity
         20899                  LB HELOC           1999-6912434401            $127,471.76           Home Equity
         20899                  LB HELOC           1999-6912413058             $81,877.00           Home Equity
         20899                  LB HELOC           1999-6912401848             $80,878.50           Home Equity
         20899                  LB HELOC           1999-6912395768             $68,896.50           Home Equity
         20899                  LB HELOC           1999-6912391353             $72,760.50           Home Equity
         20899                  LB HELOC           1999-6912365373             $71,742.20           Home Equity
         20899                  LB HELOC           1999-6912365241             $74,662.72           Home Equity
         20899                  LB HELOC           1999-6912362693             $25,451.41           Home Equity
         20899                  LB HELOC           1999-6912346381             $19,601.96           Home Equity
                                                                           $13,759,440.06

                                                Outstanding as of 1/28    ($10,900,000.00)





                                      A-4


<PAGE>


         15030             LB REC - Consumer        1549-14096687               $3,663.50      Horse Trailers
         15030             LB REC - Consumer        1549-14078279               $2,412.55      Horse Trailers
         15030             LB REC - Consumer        1549-14094200               $2,296.76      Horse Trailers
         15030             LB REC - Consumer        1549-14133375              $10,767.45      Horse Trailers
         15030             LB REC - Consumer        1549-14132954               $2,946.58      Horse Trailers
         15030             LB REC - Consumer        1549-14122239               $5,645.27      Horse Trailers
         15030             LB REC - Consumer        1549-14111408               $2,922.10      Horse Trailers
         15030             LB REC - Consumer        1549-14121078               $4,427.70      Horse Trailers
         15030             LB REC - Consumer        1549-14112202               $2,300.87      Horse Trailers
         15030             LB REC - Consumer        1549-14103741               $2,292.08      Horse Trailers
         15030             LB REC - Consumer        1549-14129290               $1,521.75      Horse Trailers
         15030             LB REC - Consumer        1549-14132873               $1,968.25      Horse Trailers
         15030             LB REC - Consumer        1549-14096321               $3,675.79      Horse Trailers
         15030             LB REC - Consumer        1549-14101210               $4,017.66      Horse Trailers
         15030             LB REC - Consumer        1549-14100233              $32,637.42      Horse Trailers
         15030             LB REC - Consumer        1549-14110745               $2,198.43      Horse Trailers
         15030             LB REC - Consumer        1549-14116337               $1,110.24      Horse Trailers
         15030             LB REC - Consumer        1549-14785228              $40,276.34      Horse Trailers
         15030             LB REC - Consumer        1549-14136653               $4,519.54      Horse Trailers
         15030             LB REC - Consumer        1549-14133106               $9,955.06      Horse Trailers
         15030             LB REC - Consumer        1549-14110275               $6,817.66      Horse Trailers
         15030             LB REC - Consumer        1549-14130367               $6,643.66      Horse Trailers
         15030             LB REC - Consumer        1549-14117444               $5,439.11      Horse Trailers
         15030             LB REC - Consumer        1549-14124883               $2,164.81      Horse Trailers
         15030             LB REC - Consumer        1549-14121238               $1,690.60      Horse Trailers
         15030             LB REC - Consumer        1549-14125250               $4,738.42      Horse Trailers
         15030             LB REC - Consumer        1549-14119236              $14,737.63      Horse Trailers
         15030             LB REC - Consumer        1549-14134579               $2,299.61      Horse Trailers
         15030             LB REC - Consumer        1549-14067338               $5,771.67      Horse Trailers
         15030             LB REC - Consumer        1549-14078292               $3,171.83      Horse Trailers
         15030             LB REC - Consumer        1549-14126421              $10,647.42      Horse Trailers
         15030             LB REC - Consumer        1549-14136599               $4,520.37      Horse Trailers
         15030             LB REC - Consumer        1549-14086140               $5,734.19      Horse Trailers
         15030             LB REC - Consumer        1549-14077989               $9,569.40      Horse Trailers
         15030             LB REC - Consumer        1549-14097503               $5,407.00      Horse Trailers
         15030             LB REC - Consumer        1549-14076308              $12,665.36      Horse Trailers
         15030             LB REC - Consumer        1549-14115075              $14,828.09      Horse Trailers
         15030             LB REC - Consumer        1549-14136912               $2,056.34      Horse Trailers
         15030             LB REC - Consumer        1549-14128178              $12,308.58      Horse Trailers
         15030             LB REC - Consumer        1549-14125200              $28,233.07      Horse Trailers
         15030             LB REC - Consumer        1549-14122856              $10,797.25      Horse Trailers
         15030             LB REC - Consumer        1549-14136204               $6,429.29      Horse Trailers
         15030             LB REC - Consumer        1549-14106430              $16,464.23      Horse Trailers
         15030             LB REC - Consumer        1549-14120262               $2,322.22      Horse Trailers

                                      A-5
<PAGE>

         15030             LB REC - Consumer        1549-14134302               $6,996.52      Horse Trailers
         15030             LB REC - Consumer        1549-14557210               $9,605.31      Horse Trailers
         15030             LB REC - Consumer        1549-14552835               $9,249.83      Horse Trailers
         15030             LB REC - Consumer        1549-14547728               $6,355.90      Horse Trailers
         15030             LB REC - Consumer        1549-14549138               $8,156.24      Horse Trailers
         15030             LB REC - Consumer        1549-14531949               $8,160.63      Horse Trailers
         15030             LB REC - Consumer        1549-14553945              $10,085.82      Horse Trailers
         15030             LB REC - Consumer        1549-14552511               $3,816.17      Horse Trailers
         15030             LB REC - Consumer        1549-14103191               $3,643.04      Sports Vehicle
         15030             LB REC - Consumer        1549-14102372               $4,550.83      Sports Vehicle
         15030             LB REC - Consumer        1549-14099971               $3,385.17      Sports Vehicle
         15030             LB REC - Consumer        1549-14087117               $2,988.97      Sports Vehicle
         15030             LB REC - Consumer        1549-14097968               $2,546.35      Sports Vehicle
         15030             LB REC - Consumer        1549-14099601               $5,627.19      Sports Vehicle
         15030             LB REC - Consumer        1549-14098509               $2,485.12      Sports Vehicle
         15030             LB REC - Consumer        1549-14076116               $2,656.62      Sports Vehicle
         15030             LB REC - Consumer        1549-14098474                 $991.34      Sports Vehicle
         15030             LB REC - Consumer        1549-14099877               $1,216.48      Sports Vehicle
         15030             LB REC - Consumer        1549-14075377               $3,093.97      Sports Vehicle
         15030             LB REC - Consumer        1549-14095972               $5,653.23      Sports Vehicle
         15030             LB REC - Consumer        1549-14093097               $3,667.84      Sports Vehicle
         15030             LB REC - Consumer        1549-14075577               $1,668.04      Sports Vehicle
         15030             LB REC - Consumer        1549-14071817               $2,706.39      Sports Vehicle
         15030             LB REC - Consumer        1549-14101970               $4,695.68      Sports Vehicle
         15030             LB REC - Consumer        1549-14099772               $4,741.70      Sports Vehicle
         15030             LB REC - Consumer        1549-14095610               $5,525.18      Sports Vehicle
         15030             LB REC - Consumer        1549-14074673               $1,650.24      Sports Vehicle
         15030             LB REC - Consumer        1549-14002699               $2,851.63      Sports Vehicle
         15030             LB REC - Consumer        1549-14084667               $3,609.51      Sports Vehicle
         15030             LB REC - Consumer        1549-14092463               $2,912.33      Sports Vehicle
         15030             LB REC - Consumer        1549-14100583               $4,273.34      Sports Vehicle
         15030             LB REC - Consumer        1549-14094748               $2,956.07      Sports Vehicle
         15030             LB REC - Consumer        1549-14100418               $3,470.91      Sports Vehicle
         15030             LB REC - Consumer        1549-14101137               $2,226.82      Sports Vehicle
         15030             LB REC - Consumer        1549-14085938               $1,694.10      Sports Vehicle
         15030             LB REC - Consumer        1549-14106115               $1,870.80      Sports Vehicle
         15030             LB REC - Consumer        1549-14099165               $4,020.85      Sports Vehicle
         15030             LB REC - Consumer        1549-14101087               $3,261.33      Sports Vehicle
         15030             LB REC - Consumer        1549-14100833               $2,498.41      Sports Vehicle
         15030             LB REC - Consumer        1549-14096211               $2,077.43      Sports Vehicle
         15030             LB REC - Consumer        1549-14095521               $2,146.65      Sports Vehicle
         15030             LB REC - Consumer        1549-14094102               $3,036.25      Sports Vehicle
         15030             LB REC - Consumer        1549-14093231               $2,874.49      Sports Vehicle
         15030             LB REC - Consumer        1549-14087640               $5,000.92      Sports Vehicle
         15030             LB REC - Consumer        1549-14078863               $4,468.90      Sports Vehicle

                                      A-6
<PAGE>

         15030             LB REC - Consumer        1549-14071201               $3,081.50      Sports Vehicle
         15030             LB REC - Consumer        1549-14074625               $2,918.08      Sports Vehicle
         15030             LB REC - Consumer        1549-14059123               $3,869.69      Sports Vehicle
         15030             LB REC - Consumer        1549-14061043               $3,018.77      Sports Vehicle
         15030             LB REC - Consumer        1549-14085986               $4,061.72      Sports Vehicle
         15030             LB REC - Consumer        1549-14070677               $3,678.65      Sports Vehicle
         15030             LB REC - Consumer        1549-14100007               $5,464.73      Sports Vehicle
         15030             LB REC - Consumer        1549-14128380              $12,453.92      Sports Vehicle
         15030             LB REC - Consumer        1549-14086614               $5,888.55      Sports Vehicle
         15030             LB REC - Consumer        1549-14076975               $4,355.63      Sports Vehicle
         15030             LB REC - Consumer        1549-14077365               $5,385.15      Sports Vehicle
         15030             LB REC - Consumer        1549-14080258               $3,377.01      Sports Vehicle
         15030             LB REC - Consumer        1549-14731035               $1,355.50      Sports Vehicle
         15030             LB REC - Consumer        1549-14102129               $1,868.23      Sports Vehicle
         15030             LB REC - Consumer        1549-14553883               $6,577.38      Keyboard
         15030             LB REC - Consumer        1549-14548104               $5,426.90      Marine Products
         15030             LB REC - Consumer        1549-14561673               $1,596.56      Marine Products
         15030             LB REC - Consumer        1549-14111499              $17,138.28      Marine Products
         15030             LB REC - Consumer        1549-14134993              $14,166.89      Marine Products
         15030             LB REC - Consumer        1549-14133213              $17,492.02      Marine Products
         15030             LB REC - Consumer        1549-14106462              $16,968.58      Marine Products
         15030             LB REC - Consumer        1549-14134035               $8,569.98      Marine Products
         15030             LB REC - Consumer        1549-14131500              $22,653.96      Marine Products
         15030             LB REC - Consumer        1549-14131445              $14,179.64      Marine Products
         15030             LB REC - Consumer        1549-14120817              $33,998.81      Marine Products
         15030             LB REC - Consumer        1549-14131758              $17,372.15      Marine Products
         15030             LB REC - Consumer        1549-14109481              $18,350.00      Marine Products
         15030             LB REC - Consumer        1549-14126054               $3,199.22      Marine Products
         15030             LB REC - Consumer        1549-14116779              $10,500.76      Marine Products
         15030             LB REC - Consumer        1549-14114765              $12,706.30      Marine Products
         15030             LB REC - Consumer        1549-14111033              $13,773.57      Marine Products
         15030             LB REC - Consumer        1549-14106737              $11,513.61      Marine Products
         15030             LB REC - Consumer        1549-14136981              $16,436.94      Marine Products
         15030             LB REC - Consumer        1549-14129207              $15,476.34      Marine Products
         15030             LB REC - Consumer        1549-14129062              $21,351.35      Marine Products
         15030             LB REC - Consumer        1549-14120540               $9,706.32      Marine Products
         15030             LB REC - Consumer        1549-14117358               $7,417.02      Marine Products
         15030             LB REC - Consumer        1549-14115723              $13,312.02      Marine Products
         15030             LB REC - Consumer        1549-14112330               $6,398.92      Marine Products
         15030             LB REC - Consumer        1549-14086392              $10,270.20      Marine Products
         15030             LB REC - Consumer        1549-14127085              $16,451.10      Marine Products
         15030             LB REC - Consumer        1549-14116577              $16,401.45      Marine Products
         15030             LB REC - Consumer        1549-14132201              $30,048.26      Marine Products
         15030             LB REC - Consumer        1549-14107854              $11,943.10      Marine Products
         15030             LB REC - Consumer        1549-14672888               $7,884.98      Marine Products

                                      A-7
<PAGE>

         15030             LB REC - Consumer        1549-14113107              $15,307.22      Marine Products
         15030             LB REC - Consumer        1549-14112051              $25,170.07      Marine Products
         15030             LB REC - Consumer        1549-14111067               $6,132.56      Marine Products
         15030             LB REC - Consumer        1549-14137936               $2,627.66      Marine Products
         15030             LB REC - Consumer        1549-14124574               $7,131.24      Marine Products
         15030             LB REC - Consumer        1549-14128548               $7,162.87      Marine Products
         15030             LB REC - Consumer        1549-14104258              $17,433.94      Marine Products
         15030             LB REC - Consumer        1549-14116856              $57,247.69      Marine Products
         15030             LB REC - Consumer        1549-14138062              $12,853.41      Marine Products
         15030             LB REC - Consumer        1549-14131385              $24,988.88      Marine Products
         15030             LB REC - Consumer        1549-14107448               $6,016.83      Marine Products
         15030             LB REC - Consumer        1549-14137296              $24,492.26      Marine Products
         15030             LB REC - Consumer        1549-14672686               $1,223.34      Marine Products
         15030             LB REC - Consumer        1549-14672850              $23,332.80      Marine Products
         15030             LB REC - Consumer        1549-14672832              $63,426.17      Marine Products
         15030             LB REC - Consumer        1549-14672766              $83,841.30      Marine Products
         15030             LB REC - Consumer        1549-14672755             $158,781.68      Marine Products
         15030             LB REC - Consumer        1549-14672729              $65,167.26      Marine Products
         15030             LB REC - Consumer        1549-14120990              $15,362.64      Marine Products
         15030             LB REC - Consumer        1549-14110896              $15,850.53      Marine Products
         15030             LB REC - Consumer        1549-14558774              $28,939.32      Marine Products
         15030             LB REC - Consumer        1549-14106444               $1,826.29      Marine Products
         15030             LB REC - Consumer        1549-14108397               $5,494.12      Motorcycle
         15030             LB REC - Consumer        1549-14133821              $15,913.43      Motorcycle
         15030             LB REC - Consumer        1549-14122961              $17,297.77      Motorcycle
         15030             LB REC - Consumer        1549-14132278               $8,044.95      Motorcycle
         15030             LB REC - Consumer        1549-14084909              $11,451.15      Motorcycle
         15030             LB REC - Consumer        1549-14122187              $15,805.45      Motorcycle
         15030             LB REC - Consumer        1549-14076204               $3,731.81      Motorcycle
         15030             LB REC - Consumer        1549-14135684              $16,039.62      Motorcycle
         15030             LB REC - Consumer        1549-14122673              $15,945.32      Motorcycle
         15030             LB REC - Consumer        1549-14119382              $14,350.02      Motorcycle
         15030             LB REC - Consumer        1549-14114916              $12,803.48      Motorcycle
         15030             LB REC - Consumer        1549-14082275               $1,863.75      Motorcycle
         15030             LB REC - Consumer        1549-14114329               $9,248.01      Motorcycle
         15030             LB REC - Consumer        1549-14137365               $1,401.10      Motorcycle
         15030             LB REC - Consumer        1549-14136264              $16,817.91      Motorcycle
         15030             LB REC - Consumer        1549-14129553              $12,208.57      Motorcycle
         15030             LB REC - Consumer        1549-14119090               $5,970.55      Motorcycle
         15030             LB REC - Consumer        1549-14136649              $11,058.94      Motorcycle
         15030             LB REC - Consumer        1549-14134794              $13,040.52      Motorcycle
         15030             LB REC - Consumer        1549-14119960               $8,382.01      Motorcycle
         15030             LB REC - Consumer        1549-14119368              $10,761.87      Motorcycle
         15030             LB REC - Consumer        1549-14136697              $18,299.22      Motorcycle
         15030             LB REC - Consumer        1549-14129914               $8,387.93      Motorcycle

                                      A-8
<PAGE>

         15030             LB REC - Consumer        1549-14133782               $9,783.18      Motorcycle
         15030             LB REC - Consumer        1549-14129536               $8,930.96      Motorcycle
         15030             LB REC - Consumer        1549-14107537               $4,349.79      Motorcycle
         15030             LB REC - Consumer        1549-14104169               $5,903.67      Motorcycle
         15030             LB REC - Consumer        1549-14102010               $6,931.32      Motorcycle
         15030             LB REC - Consumer        1549-14111029               $8,381.05      Motorcycle
         15030             LB REC - Consumer        1549-14137654               $9,994.56      Motorcycle
         15030             LB REC - Consumer        1549-14131235              $25,502.32      Motorcycle
         15030             LB REC - Consumer        1549-14136038              $12,171.46      Motorcycle
         15030             LB REC - Consumer        1549-14133098              $25,947.17      Motorcycle
         15030             LB REC - Consumer        1549-14130737               $6,727.76      Motorcycle
         15030             LB REC - Consumer        1549-14112423              $16,991.86      Motorcycle
         15030             LB REC - Consumer        1549-14123433              $16,384.51      Motorcycle
         15030             LB REC - Consumer        1549-14121358              $15,052.62      Motorcycle
         15030             LB REC - Consumer        1549-14117063               $8,874.48      Motorcycle
         15030             LB REC - Consumer        1549-14114697              $13,658.46      Motorcycle
         15030             LB REC - Consumer        1549-14114616              $14,422.17      Motorcycle
         15030             LB REC - Consumer        1549-14111248              $10,181.05      Motorcycle
         15030             LB REC - Consumer        1549-14134785               $8,174.73      Motorcycle
         15030             LB REC - Consumer        1549-14129419               $7,319.85      Motorcycle
         15030             LB REC - Consumer        1549-14122984              $11,403.83      Motorcycle
         15030             LB REC - Consumer        1549-14107759               $3,233.10      Motorcycle
         15030             LB REC - Consumer        1549-14136690              $13,944.43      Motorcycle
         15030             LB REC - Consumer        1549-14136395               $7,209.24      Motorcycle
         15030             LB REC - Consumer        1549-14111955               $7,686.15      Motorcycle
         15030             LB REC - Consumer        1549-14107725              $16,127.26      Motorcycle
         15030             LB REC - Consumer        1549-14105981              $13,720.12      Motorcycle
         15030             LB REC - Consumer        1549-14103378              $14,596.52      Motorcycle
         15030             LB REC - Consumer        1549-14101898              $11,770.82      Motorcycle
         15030             LB REC - Consumer        1549-14120629              $14,455.35      Motorcycle
         15030             LB REC - Consumer        1549-14132021              $12,502.68      Motorcycle
         15030             LB REC - Consumer        1549-14134279              $12,421.47      Motorcycle
         15030             LB REC - Consumer        1549-14108553              $17,424.26      Motorcycle
         15030             LB REC - Consumer        1549-14125939              $19,818.61      Motorcycle
         15030             LB REC - Consumer        1549-14109973               $8,537.07      Motorcycle
         15030             LB REC - Consumer        1549-14105979              $19,889.97      Motorcycle
         15030             LB REC - Consumer        1549-14130802              $13,969.60      Motorcycle
         15030             LB REC - Consumer        1549-14110145              $21,293.94      Motorcycle
         15030             LB REC - Consumer        1549-14108369              $19,123.71      Motorcycle
         15030             LB REC - Consumer        1549-14102210               $2,067.01      Motorcycle
         15030             LB REC - Consumer        1549-14117884              $11,301.94      Motorcycle
         15030             LB REC - Consumer        1549-14134904               $8,728.80      Motorcycle
         15030             LB REC - Consumer        1549-14103402              $18,177.29      Motorcycle
         15030             LB REC - Consumer        1549-14133887              $26,927.92      Recreational Vehicle
         15030             LB REC - Consumer        1549-14127075               $9,505.16      Recreational Vehicle

                                      A-9
<PAGE>

         15030             LB REC - Consumer        1549-14124124               $9,345.86      Recreational Vehicle
         15030             LB REC - Consumer        1549-14110786              $36,708.33      Recreational Vehicle
         15030             LB REC - Consumer        1549-14108305              $54,085.18      Recreational Vehicle
         15030             LB REC - Consumer        1549-14112833              $22,902.42      Recreational Vehicle
         15030             LB REC - Consumer        1549-14138007              $18,651.86      Recreational Vehicle
         15030             LB REC - Consumer        1549-14028453               $3,200.08      Recreational Vehicle
         15030             LB REC - Consumer        1549-14123060               $4,760.95      Recreational Vehicle
         15030             LB REC - Consumer        1549-14104670               $4,264.16      Recreational Vehicle
         15030             LB REC - Consumer        1549-14127270              $15,423.45      Recreational Vehicle
         15030             LB REC - Consumer        1549-14134851              $13,779.69      Recreational Vehicle
         15030             LB REC - Consumer        1549-14137899              $12,178.45      Recreational Vehicle
         15030             LB REC - Consumer        1549-14132170              $16,120.59      Recreational Vehicle
         15030             LB REC - Consumer        1549-14122680              $17,551.57      Recreational Vehicle
         15030             LB REC - Consumer        1549-14117791              $12,377.31      Recreational Vehicle
         15030             LB REC - Consumer        1549-14135286              $15,373.87      Recreational Vehicle
         15030             LB REC - Consumer        1549-14131918              $15,551.97      Recreational Vehicle
         15030             LB REC - Consumer        1549-14131148               $7,006.65      Recreational Vehicle
         15030             LB REC - Consumer        1549-14125644               $9,496.51      Recreational Vehicle
         15030             LB REC - Consumer        1549-14119704              $16,881.51      Recreational Vehicle
         15030             LB REC - Consumer        1549-14117661              $20,722.93      Recreational Vehicle
         15030             LB REC - Consumer        1549-14105621              $10,038.43      Recreational Vehicle
         15030             LB REC - Consumer        1549-14119587              $12,895.31      Recreational Vehicle
         15030             LB REC - Consumer        1549-14111575              $10,199.40      Recreational Vehicle
         15030             LB REC - Consumer        1549-14130113               $6,693.86      Recreational Vehicle
         15030             LB REC - Consumer        1549-14080317               $5,026.32      Recreational Vehicle
         15030             LB REC - Consumer        1549-14116542              $18,968.53      Recreational Vehicle
         15030             LB REC - Consumer        1549-14120598               $4,602.54      Recreational Vehicle
         15030             LB REC - Consumer        1549-14115059               $3,977.50      Recreational Vehicle
         15030             LB REC - Consumer        1549-14133182               $1,629.19      Recreational Vehicle
         15030             LB REC - Consumer        1549-14074801               $6,859.19      Recreational Vehicle
         15030             LB REC - Consumer        1549-14111613               $3,764.07      Recreational Vehicle
         15030             LB REC - Consumer        1549-14132154               $6,176.09      Recreational Vehicle
         15030             LB REC - Consumer        1549-14131580               $5,356.76      Recreational Vehicle
         15030             LB REC - Consumer        1549-14106925               $2,067.69      Recreational Vehicle
         15030             LB REC - Consumer        1549-14124898               $9,462.44      Recreational Vehicle
         15030             LB REC - Consumer        1549-14111389               $3,148.83      Recreational Vehicle
         15030             LB REC - Consumer        1549-14121459              $28,439.96      Recreational Vehicle
         15030             LB REC - Consumer        1549-14131699              $42,817.98      Recreational Vehicle
         15030             LB REC - Consumer        1549-14134022              $18,176.76      Recreational Vehicle
         15030             LB REC - Consumer        1549-14132456              $45,348.86      Recreational Vehicle
         15030             LB REC - Consumer        1549-14104535              $45,767.44      Recreational Vehicle
         15030             LB REC - Consumer        1549-14112852              $41,231.68      Recreational Vehicle
         15030             LB REC - Consumer        1549-14112874              $11,059.01      Recreational Vehicle
         15030             LB REC - Consumer        1549-14112620              $37,696.86      Recreational Vehicle
                                                                            $3,206,184.15

                                      A-10
<PAGE>

                                                Outstanding as of 1/28     ($2,600,000.00)


                                      A-11


<PAGE>


         20000             LB REC - Equipment       1549-14026097              $47,471.19      Aircraft
         20000             LB REC - Equipment       1549-14065025              $11,676.14      Aircraft
         20000             LB REC - Equipment       1549-14042673              $35,270.09      Aircraft
         20000             LB REC - Equipment       1549-14029718              $29,601.99      Aircraft
         20000             LB REC - Equipment       1549-14029765              $53,304.75      Aircraft
         20000             LB REC - Equipment       1549-14039533              $36,680.10      Aircraft
         20000             LB REC - Equipment       1549-14544937              $10,298.73      Aircraft
         20000             LB REC - Equipment       1549-14061350              $44,056.51      Aircraft
         20000             LB REC - Equipment       1549-79300929               $3,933.13      Aircraft
         20000             LB REC - Equipment       1549-14561228               $8,058.80      Aircraft
         20000             LB REC - Equipment       1549-14560921              $15,636.34      Aircraft
         20000             LB REC - Equipment       1549-14558381               $6,657.31      Aircraft
         20000             LB REC - Equipment       1549-14553487              $13,449.85      Aircraft
         20000             LB REC - Equipment       1549-14553371              $10,442.56      Aircraft
         20000             LB REC - Equipment       1549-14553356               $3,575.18      Aircraft
         20000             LB REC - Equipment       1549-14552897              $18,922.94      Aircraft
         20000             LB REC - Equipment       1549-14548571               $2,730.20      Aircraft
         20000             LB REC - Equipment       1549-14545638              $10,961.85      Aircraft
         20000             LB REC - Equipment       1549-14036711              $10,743.39      Aircraft
         20000             LB REC - Equipment       1549-14032362              $70,679.90      Aircraft
         20000             LB REC - Equipment       1549-14020809              $17,201.29      Aircraft
         20000             LB REC - Equipment       1549-14041137              $21,227.23      Aircraft
         20000             LB REC - Equipment       1549-14017550              $22,411.64      Aircraft
         20000             LB REC - Equipment       1549-14035132              $18,359.79      Aircraft
         20000             LB REC - Equipment       1549-14021495              $41,850.63      Aircraft
         20000             LB REC - Equipment       1549-14072851              $17,355.83      Aircraft
         20000             LB REC - Equipment       1549-14063064              $13,571.67      Aircraft
         20000             LB REC - Equipment       1549-14053720              $15,929.61      Aircraft
         20000             LB REC - Equipment       1549-14031572              $56,073.59      Aircraft
         20000             LB REC - Equipment       1549-14026247              $31,872.73      Aircraft
         20000             LB REC - Equipment       1549-14021516              $38,376.54      Aircraft
         20000             LB REC - Equipment       1549-14014554              $45,877.49      Aircraft
         20000             LB REC - Equipment       1549-14033534              $33,209.63      Aircraft
         20000             LB REC - Equipment       1549-14549840              $13,740.81      Aircraft
         20000             LB REC - Equipment       1549-14055119              $12,305.68      Aircraft
         20000             LB REC - Equipment       1549-14048324              $43,357.03      Aircraft
         20000             LB REC - Equipment       1549-14045627              $29,011.15      Aircraft
         20000             LB REC - Equipment       1549-14013928              $59,182.00      Aircraft
         20000             LB REC - Equipment       1549-14017524              $16,445.50      Aircraft
         20000             LB REC - Equipment       1549-14051158              $39,888.67      Aircraft
         20000             LB REC - Equipment       1549-14040835              $11,321.16      Aircraft
         20000             LB REC - Equipment       1549-14029297              $14,471.66      Aircraft
         20000             LB REC - Equipment       1549-14071310               $4,093.85      Aircraft

                                      A-12
<PAGE>

         20000             LB REC - Equipment       1549-14044845              $15,264.42      Aircraft
         20000             LB REC - Equipment       1549-14053341              $42,306.55      Aircraft
         20000             LB REC - Equipment       1549-14062250              $22,064.32      Aircraft
         20000             LB REC - Equipment       1549-14053253              $49,289.04      Aircraft
         20000             LB REC - Equipment       1549-14059288              $22,094.82      Aircraft
         20000             LB REC - Equipment       1549-14079417              $20,302.01      Aircraft
         20000             LB REC - Equipment       1549-14049985              $40,745.91      Aircraft
         20000             LB REC - Equipment       1549-14050937              $48,875.78      Aircraft
         20000             LB REC - Equipment       1549-14045271               $6,555.47      Aircraft
         20000             LB REC - Equipment       1549-14041860              $10,220.63      Aircraft
         20000             LB REC - Equipment       1549-14035750              $20,204.00      Aircraft
         20000             LB REC - Equipment       1549-14076825              $11,361.54      Aircraft
         20000             LB REC - Equipment       1549-14047301              $53,425.18      Aircraft
         20000             LB REC - Equipment       1549-14049199              $31,870.89      Aircraft
         20000             LB REC - Equipment       1549-14017846              $24,245.74      Aircraft
         20000             LB REC - Equipment       1549-14033464              $32,635.37      Aircraft
         20000             LB REC - Equipment       1549-14081752               $4,437.71      Aircraft
         20000             LB REC - Equipment       1549-14061332              $14,675.59      Aircraft
         20000             LB REC - Equipment       1549-14029697              $28,059.42      Aircraft
         20000             LB REC - Equipment       1549-14029487              $34,914.20      Aircraft
         20000             LB REC - Equipment       1549-14039117              $15,947.13      Aircraft
         20000             LB REC - Equipment       1549-14050797              $26,237.18      Aircraft
         20000             LB REC - Equipment       1549-14040273              $53,980.96      Aircraft
         20000             LB REC - Equipment       1549-14033288              $20,167.76      Aircraft
         20000             LB REC - Equipment       1549-14033951              $25,201.07      Aircraft
         20000             LB REC - Equipment       1549-14032996              $25,325.79      Aircraft
         20000             LB REC - Equipment       1549-14032927              $57,880.57      Aircraft
         20000             LB REC - Equipment       1549-14053408              $14,231.79      Aircraft
         20000             LB REC - Equipment       1549-14047742              $52,142.52      Aircraft
         20000             LB REC - Equipment       1549-14050952              $39,878.54      Aircraft
         20000             LB REC - Equipment       1549-14016543              $10,712.90      Aircraft
         20000             LB REC - Equipment       1549-14017271              $17,039.66      Aircraft
         20000             LB REC - Equipment       1549-14024934              $15,075.27      Aircraft
         20000             LB REC - Equipment       1549-14049932              $48,350.09      Aircraft
         20000             LB REC - Equipment       1549-14056493              $46,739.27      Aircraft
         20000             LB REC - Equipment       1549-14034850              $13,728.21      Aircraft
         20000             LB REC - Equipment       1549-14059817              $43,479.60      Aircraft
         20000             LB REC - Equipment       1549-14052178              $23,889.88      Aircraft
         20000             LB REC - Equipment       1549-14034705              $19,844.56      Aircraft
         20000             LB REC - Equipment       1549-14027141              $23,442.45      Aircraft
         20000             LB REC - Equipment       1549-14023163              $43,885.03      Aircraft
         20000             LB REC - Equipment       1549-14083547               $8,091.66      Aircraft
         20000             LB REC - Equipment       1549-14042695              $33,787.25      Aircraft
         20000             LB REC - Equipment       1549-14045886               $7,237.08      Aircraft
         20000             LB REC - Equipment       1549-14029809              $39,036.67      Aircraft

                                      A-13
<PAGE>

         20000             LB REC - Equipment       1549-14047105              $52,833.62      Aircraft
         20000             LB REC - Equipment       1549-14065030               $6,164.99      Aircraft
         20000             LB REC - Equipment       1549-14053851              $61,582.99      Aircraft
         20000             LB REC - Equipment       1549-14048163              $29,519.10      Aircraft
         20000             LB REC - Equipment       1549-14028910              $57,925.71      Aircraft
         20000             LB REC - Equipment       1549-14043185              $63,994.35      Aircraft
         20000             LB REC - Equipment       1549-14022542              $49,212.72      Aircraft
         20000             LB REC - Equipment       1549-14033003              $43,764.10      Aircraft
         20000             LB REC - Equipment       1549-14028446              $51,935.34      Aircraft
         20000             LB REC - Equipment       1549-14036988              $54,053.22      Aircraft
         20000             LB REC - Equipment       1549-14040491              $52,329.28      Aircraft
         20000             LB REC - Equipment       1549-14026322              $10,599.35      Aircraft
         20000             LB REC - Equipment       1549-14032581              $25,811.41      Aircraft
         20000             LB REC - Equipment       1549-14035244              $39,105.43      Aircraft
         20000             LB REC - Equipment       1549-14070254               $5,255.52      Aircraft
         20000             LB REC - Equipment       1549-14045874              $30,968.21      Aircraft
         20000             LB REC - Equipment       1549-14043534              $72,029.19      Aircraft
         20000             LB REC - Equipment       1549-14032896              $48,659.59      Aircraft
         20000             LB REC - Equipment       1549-14060126              $13,112.23      Aircraft
         20000             LB REC - Equipment       1549-14024147              $10,519.76      Aircraft
         20000             LB REC - Equipment       1549-14035498              $31,291.07      Aircraft
         20000             LB REC - Equipment       1549-14016849              $78,032.10      Aircraft
         20000             LB REC - Equipment       1549-14011768              $19,294.20      Aircraft
         20000             LB REC - Equipment       1549-14082045              $12,048.77      Aircraft
         20000             LB REC - Equipment       1549-14033576              $56,611.71      Aircraft
         20000             LB REC - Equipment       1549-14045117              $53,958.68      Aircraft
         20000             LB REC - Equipment       1549-14036354              $29,719.06      Aircraft
         20000             LB REC - Equipment       1549-14026626              $73,090.00      Aircraft
         20000             LB REC - Equipment       1549-14035718              $54,677.40      Aircraft
         20000             LB REC - Equipment       1549-14051191               $7,760.38      Aircraft
         20000             LB REC - Equipment       1549-14033485              $26,877.66      Aircraft
         20000             LB REC - Equipment       1549-14044784              $24,758.15      Aircraft
         20000             LB REC - Equipment       1549-14049934              $28,416.79      Aircraft
         20000             LB REC - Equipment       1549-14027667              $35,699.79      Aircraft
         20000             LB REC - Equipment       1549-14054504              $65,350.20      Aircraft
         20000             LB REC - Equipment       1549-14024298              $50,396.40      Aircraft
         20000             LB REC - Equipment       1549-14050591              $19,587.69      Aircraft
         20000             LB REC - Equipment       1549-14029747              $46,109.44      Aircraft
         20000             LB REC - Equipment       1549-14077617              $20,025.92      Aircraft
         20000             LB REC - Equipment       1549-14057595              $33,072.89      Aircraft
         20000             LB REC - Equipment       1549-14055644              $16,838.47      Aircraft
         20000             LB REC - Equipment       1549-14019244              $50,223.59      Aircraft
         20000             LB REC - Equipment       1549-14022099              $29,393.78      Aircraft
         20000             LB REC - Equipment       1549-14019488              $28,671.95      Aircraft
         20000             LB REC - Equipment       1549-14025863              $16,108.51      Aircraft

                                      A-14
<PAGE>

         20000             LB REC - Equipment       1549-14029353              $24,669.75      Aircraft
         20000             LB REC - Equipment       1549-14046877              $15,426.96      Aircraft
         20000             LB REC - Equipment       1549-14057355              $19,647.31      Aircraft
         20000             LB REC - Equipment       1549-14053411              $36,883.08      Aircraft
         20000             LB REC - Equipment       1549-14057494              $34,590.82      Aircraft
         20000             LB REC - Equipment       1549-14052596              $22,726.04      Aircraft
         20000             LB REC - Equipment       1549-14043929              $79,533.55      Aircraft
         20000             LB REC - Equipment       1549-14046147              $37,902.28      Aircraft
         20000             LB REC - Equipment       1549-14041616              $20,347.01      Aircraft
         20000             LB REC - Equipment       1549-14044709              $47,912.40      Aircraft
         20000             LB REC - Equipment       1549-14026917              $31,561.55      Aircraft
         20000             LB REC - Equipment       1549-14027404              $23,140.20      Aircraft
         20000             LB REC - Equipment       1549-14036794              $54,024.67      Aircraft
         20000             LB REC - Equipment       1549-14035524              $38,905.53      Aircraft
         20000             LB REC - Equipment       1549-14033337              $53,188.22      Aircraft
         20000             LB REC - Equipment       1549-14022863              $19,384.51      Aircraft
         20000             LB REC - Equipment       1549-14054035              $21,682.86      Aircraft
         20000             LB REC - Equipment       1549-14057744              $16,378.65      Aircraft
         20000             LB REC - Equipment       1549-14040682              $36,731.07      Aircraft
         20000             LB REC - Equipment       1549-14056098              $19,598.58      Aircraft
         20000             LB REC - Equipment       1549-14024015              $58,747.88      Aircraft
         20000             LB REC - Equipment       1549-14020826              $23,711.57      Aircraft
         20000             LB REC - Equipment       1549-14035948              $41,498.89      Aircraft
         20000             LB REC - Equipment       1549-14056937              $19,546.66      Aircraft
         20000             LB REC - Equipment       1549-14047797              $30,395.37      Aircraft
         20000             LB REC - Equipment       1549-14038401              $18,690.78      Aircraft
         20000             LB REC - Equipment       1549-14045298              $19,586.47      Aircraft
         20000             LB REC - Equipment       1549-14063057              $15,935.83      Aircraft
         20000             LB REC - Equipment       1549-14023733              $28,644.71      Aircraft
         20000             LB REC - Equipment       1549-14037570              $33,657.20      Aircraft
         20000             LB REC - Equipment       1549-14014181              $15,489.59      Aircraft
         20000             LB REC - Equipment       1549-14024152              $15,935.19      Aircraft
         20000             LB REC - Equipment       1549-14050013              $50,632.19      Aircraft
         20000             LB REC - Equipment       1549-14048267              $31,587.05      Aircraft
         20000             LB REC - Equipment       1549-14079708              $11,905.06      Aircraft
         20000             LB REC - Equipment       1549-14035926              $27,874.78      Aircraft
         20000             LB REC - Equipment       1549-14048852              $18,215.24      Aircraft
         20000             LB REC - Equipment       1549-14056138              $30,370.31      Aircraft
         20000             LB REC - Equipment       1549-14037394              $36,722.25      Aircraft
         20000             LB REC - Equipment       1549-14028822              $24,595.90      Aircraft
         20000             LB REC - Equipment       1549-14039942              $26,996.71      Aircraft
         20000             LB REC - Equipment       1549-14043450              $18,049.00      Aircraft
         20000             LB REC - Equipment       1549-14025368              $37,204.57      Aircraft
         20000             LB REC - Equipment       1549-14034544              $36,193.10      Aircraft
         20000             LB REC - Equipment       1549-14059113              $32,165.85      Aircraft

                                      A-15
<PAGE>

         20000             LB REC - Equipment       1549-14037984              $11,548.95      Aircraft
         20000             LB REC - Equipment       1549-14015824              $26,544.79      Aircraft
         20000             LB REC - Equipment       1549-14015983               $7,586.17      Aircraft
         20000             LB REC - Equipment       1549-14020748              $18,576.69      Aircraft
         20000             LB REC - Equipment       1549-14015293              $20,137.31      Aircraft
         20000             LB REC - Equipment       1549-14027871              $21,930.75      Aircraft
         20000             LB REC - Equipment       1549-14080044              $18,939.63      Aircraft
         20000             LB REC - Equipment       1549-14056541              $45,647.95      Aircraft
         20000             LB REC - Equipment       1549-14020253              $15,056.46      Aircraft
         20000             LB REC - Equipment       1549-14024951              $12,607.89      Aircraft
         20000             LB REC - Equipment       1549-14026235               $9,321.10      Aircraft
         20000             LB REC - Equipment       1549-14070248              $18,379.37      Aircraft
         20000             LB REC - Equipment       1549-14039622              $19,773.08      Aircraft
         20000             LB REC - Equipment       1549-14033760              $28,040.97      Aircraft
         20000             LB REC - Equipment       1549-14033212              $53,882.04      Aircraft
         20000             LB REC - Equipment       1549-14029065              $27,486.77      Aircraft
         20000             LB REC - Equipment       1549-14053182              $40,090.01      Aircraft
         20000             LB REC - Equipment       1549-14029752              $45,468.63      Aircraft
         20000             LB REC - Equipment       1549-14014480              $68,830.57      Aircraft
         20000             LB REC - Equipment       1549-14044775               $7,115.65      Aircraft
         20000             LB REC - Equipment       1549-14077460              $21,991.12      Aircraft
         20000             LB REC - Equipment       1549-14058145              $40,276.75      Aircraft
         20000             LB REC - Equipment       1549-14040536              $10,018.55      Aircraft
         20000             LB REC - Equipment       1549-14035166              $43,466.57      Aircraft
         20000             LB REC - Equipment       1549-14051234              $22,163.68      Aircraft
         20000             LB REC - Equipment       1549-14022628              $20,860.01      Aircraft
         20000             LB REC - Equipment       1549-14051168              $14,177.50      Aircraft
         20000             LB REC - Equipment       1549-14067888              $20,049.61      Aircraft
         20000             LB REC - Equipment       1549-14063338              $13,151.66      Aircraft
         20000             LB REC - Equipment       1549-14050512              $35,979.69      Aircraft
         20000             LB REC - Equipment       1549-14019752              $23,589.12      Aircraft
         20000             LB REC - Equipment       1549-14030144              $41,456.48      Aircraft
         20000             LB REC - Equipment       1549-14034690              $28,818.78      Aircraft
         20000             LB REC - Equipment       1549-14017569              $18,920.28      Aircraft
         20000             LB REC - Equipment       1549-14017632              $16,838.96      Aircraft
         20000             LB REC - Equipment       1549-14039124              $20,142.29      Aircraft
         20000             LB REC - Equipment       1549-14017130              $73,673.24      Aircraft
         20000             LB REC - Equipment       1549-14044652              $51,894.77      Aircraft
         20000             LB REC - Equipment       1549-14036974              $73,267.81      Aircraft
         20000             LB REC - Equipment       1549-14030263              $63,521.13      Aircraft
         20000             LB REC - Equipment       1549-14051696               $7,852.60      Aircraft
         20000             LB REC - Equipment       1549-14072801              $10,091.23      Aircraft
         20000             LB REC - Equipment       1549-14052058              $12,156.38      Aircraft
         20000             LB REC - Equipment       1549-14025557              $23,968.55      Aircraft
         20000             LB REC - Equipment       1549-14037650              $29,921.77      Aircraft

                                      A-16
<PAGE>

         20000             LB REC - Equipment       1549-14064366               $2,990.04      Aircraft
         20000             LB REC - Equipment       1549-14059818              $81,547.12      Aircraft
         20000             LB REC - Equipment       1549-14035863              $25,270.01      Aircraft
         20000             LB REC - Equipment       1549-14021373              $35,930.24      Aircraft
         20000             LB REC - Equipment       1549-14050874              $20,224.41      Aircraft
         20000             LB REC - Equipment       1549-14053427               $6,016.92      Aircraft
         20000             LB REC - Equipment       1549-14031267              $12,473.43      Aircraft
         20000             LB REC - Equipment       1549-14057468              $26,098.03      Aircraft
         20000             LB REC - Equipment       1549-14038725              $54,055.47      Aircraft
         20000             LB REC - Equipment       1549-14037222              $19,861.35      Aircraft
         20000             LB REC - Equipment       1549-14031314              $25,991.20      Aircraft
         20000             LB REC - Equipment       1549-14030591              $33,375.74      Aircraft
         20000             LB REC - Equipment       1549-14068688              $12,740.65      Aircraft
         20000             LB REC - Equipment       1549-14064350              $17,160.33      Aircraft
         20000             LB REC - Equipment       1549-14052921              $21,644.08      Aircraft
         20000             LB REC - Equipment       1549-14052482              $47,307.15      Aircraft
         20000             LB REC - Equipment       1549-14038156              $41,405.95      Aircraft
         20000             LB REC - Equipment       1549-14033700              $18,406.68      Aircraft
         20000             LB REC - Equipment       1549-14055398              $17,523.75      Aircraft
         20000             LB REC - Equipment       1549-14045954              $24,021.40      Aircraft
         20000             LB REC - Equipment       1549-14027080              $14,839.49      Aircraft
         20000             LB REC - Equipment       1549-14057279              $17,368.10      Aircraft
         20000             LB REC - Equipment       1549-14019264              $41,396.67      Aircraft
         20000             LB REC - Equipment       1549-14019275              $22,330.86      Aircraft
         20000             LB REC - Equipment       1549-14049145              $40,949.30      Aircraft
         20000             LB REC - Equipment       1549-14038425              $47,285.18      Aircraft
         20000             LB REC - Equipment       1549-14032594              $35,692.12      Aircraft
         20000             LB REC - Equipment       1549-14017262              $43,738.25      Aircraft
         20000             LB REC - Equipment       1549-14059833              $23,640.99      Aircraft
         20000             LB REC - Equipment       1549-14049826              $29,102.64      Aircraft
         20000             LB REC - Equipment       1549-14014806              $19,249.73      Aircraft
         20000             LB REC - Equipment       1549-14032378              $33,540.39      Aircraft
         20000             LB REC - Equipment       1549-14042641              $45,230.53      Aircraft
         20000             LB REC - Equipment       1549-14023331              $14,553.42      Aircraft
         20000             LB REC - Equipment       1549-14065661              $15,058.53      Aircraft
         20000             LB REC - Equipment       1549-14035942              $40,052.47      Aircraft
         20000             LB REC - Equipment       1549-14040887              $63,530.10      Aircraft
         20000             LB REC - Equipment       1549-14036346              $25,790.40      Aircraft
         20000             LB REC - Equipment       1549-14011380              $60,727.66      Aircraft
         20000             LB REC - Equipment       1549-14047751              $19,611.53      Aircraft
         20000             LB REC - Equipment       1549-14050871              $83,465.93      Aircraft
         20000             LB REC - Equipment       1549-14046218              $31,564.22      Aircraft
         20000             LB REC - Equipment       1549-14031639              $45,071.04      Aircraft
         20000             LB REC - Equipment       1549-14031461              $21,901.46      Aircraft
         20000             LB REC - Equipment       1549-14031813              $23,424.85      Aircraft

                                      A-17
<PAGE>

         20000             LB REC - Equipment       1549-14038721              $31,984.59      Aircraft
         20000             LB REC - Equipment       1549-14027661              $51,939.44      Aircraft
         20000             LB REC - Equipment       1549-14031413              $20,086.89      Aircraft
         20000             LB REC - Equipment       1549-14034641              $51,145.43      Aircraft
         20000             LB REC - Equipment       1549-14078833              $17,442.25      Aircraft
         20000             LB REC - Equipment       1549-14059469              $28,254.37      Aircraft
         20000             LB REC - Equipment       1549-14017566              $23,561.54      Aircraft
         20000             LB REC - Equipment       1549-14047486              $21,947.29      Aircraft
         20000             LB REC - Equipment       1549-14031459              $19,374.96      Aircraft
         20000             LB REC - Equipment       1549-14040530              $23,808.16      Aircraft
         20000             LB REC - Equipment       1549-14019827              $12,933.16      Aircraft
         20000             LB REC - Equipment       1549-14022915              $15,715.74      Aircraft
         20000             LB REC - Equipment       1549-14040457              $12,040.32      Aircraft
         20000             LB REC - Equipment       1549-14029550              $16,433.23      Aircraft
         20000             LB REC - Equipment       1549-14042242              $38,740.00      Aircraft
         20000             LB REC - Equipment       1549-14055829              $85,203.74      Aircraft
         20000             LB REC - Equipment       1549-14067442               $9,421.76      Aircraft
         20000             LB REC - Equipment       1549-14055798              $21,117.24      Aircraft
         20000             LB REC - Equipment       1549-14014505              $38,867.52      Aircraft
         20000             LB REC - Equipment       1549-79300744              $14,856.92      Aircraft
         20000             LB REC - Equipment       1549-14020234              $51,925.22      Aircraft
         20000             LB REC - Equipment       1549-14056055              $54,201.27      Aircraft
         20000             LB REC - Equipment       1549-79300062               $5,821.49      Aircraft
         20000             LB REC - Equipment       1549-14556265              $11,999.45      Aircraft
         20000             LB REC - Equipment       1549-14543268              $14,309.13      Aircraft
         20000             LB REC - Equipment       1549-14009079               $8,696.57      Aircraft
         20000             LB REC - Equipment       1549-14055406              $41,036.52      Aircraft
         20000             LB REC - Equipment       1549-14778005              $17,779.72      Aircraft
         20000             LB REC - Equipment       1549-14739309              $19,401.80      Aircraft
         20000             LB REC - Equipment       1549-14769920              $10,845.66      Aircraft
         20000             LB REC - Equipment       1549-14773719              $28,502.85      Aircraft
         20000             LB REC - Equipment       1549-14755350              $18,559.52      Aircraft
         20000             LB REC - Equipment       1549-14028099              $10,499.58      Aircraft
         20000             LB REC - Equipment       1549-14078355              $19,312.89      Aircraft
         20000             LB REC - Equipment       1549-14764704              $53,825.83      Aircraft
         20000             LB REC - Equipment       1549-14019826              $34,407.63      Aircraft
         20000             LB REC - Equipment       1549-14036966              $13,260.36      Aircraft
         20000             LB REC - Equipment       1549-14033959              $20,411.33      Aircraft
         20000             LB REC - Equipment       1549-14751554              $12,156.33      Aircraft
         20000             LB REC - Equipment       1549-14042528              $27,253.31      Aircraft
         20000             LB REC - Equipment       1549-14041800              $43,400.15      Aircraft
         20000             LB REC - Equipment       1549-14021235              $33,616.76      Aircraft
         20000             LB REC - Equipment       1549-14009850              $13,153.09      Aircraft
         20000             LB REC - Equipment       1549-14066405              $19,300.67      Aircraft
         20000             LB REC - Equipment       1549-14742754              $19,352.30      Aircraft

                                      A-18
<PAGE>

         20000             LB REC - Equipment       1549-14006906               $9,440.54      Aircraft
         20000             LB REC - Equipment       1549-14004793              $25,365.56      Aircraft
         20000             LB REC - Equipment       1549-14047829              $15,621.60      Aircraft
         20000             LB REC - Equipment       1549-14056143              $12,631.34      Aircraft
         20000             LB REC - Equipment       1549-14048999              $26,457.04      Aircraft
         20000             LB REC - Equipment       1549-14057488              $15,874.09      Aircraft
         20000             LB REC - Equipment       1549-14042258              $80,772.52      Aircraft
         20000             LB REC - Equipment       1549-14021535              $83,533.33      Aircraft
         20000             LB REC - Equipment       1549-14775586              $51,043.37      Aircraft
         20000             LB REC - Equipment       1549-14774091              $36,195.32      Aircraft
         20000             LB REC - Equipment       1549-14795579              $20,458.20      Aircraft
         20000             LB REC - Equipment       1549-14738685              $21,022.00      Aircraft
         20000             LB REC - Equipment       1549-14798482               $4,589.76      Aircraft
         20000             LB REC - Equipment       1549-14057605              $18,568.01      Aircraft
         20000             LB REC - Equipment       1549-14030575              $25,720.38      Aircraft
         20000             LB REC - Equipment       1549-14035678              $21,556.07      Aircraft
         20000             LB REC - Equipment       1549-14016826               $4,586.32      Aircraft
         20000             LB REC - Equipment       1549-14775179              $21,780.29      Aircraft
         20000             LB REC - Equipment       1549-14051513              $46,013.91      Aircraft
         20000             LB REC - Equipment       1549-14033311              $20,503.32      Aircraft
         20000             LB REC - Equipment       1549-14738249              $11,137.39      Aircraft
         20000             LB REC - Equipment       1549-14075150               $7,354.29      Aircraft
         20000             LB REC - Equipment       1549-14055545              $22,324.44      Aircraft
         20000             LB REC - Equipment       1549-14024324              $17,117.17      Aircraft
         20000             LB REC - Equipment       1549-14035265              $51,315.09      Aircraft
         20000             LB REC - Equipment       1549-14760941              $27,523.45      Aircraft
         20000             LB REC - Equipment       1549-14036964               $3,125.18      Aircraft
         20000             LB REC - Equipment       1549-14054435              $13,333.85      Aircraft
         20000             LB REC - Equipment       1549-14056538              $55,965.24      Aircraft
         20000             LB REC - Equipment       1549-14042840              $23,276.40      Aircraft
         20000             LB REC - Equipment       1549-14035437              $22,668.00      Aircraft
         20000             LB REC - Equipment       1549-14015069              $47,835.82      Aircraft
         20000             LB REC - Equipment       1549-14784061              $17,634.39      Aircraft
         20000             LB REC - Equipment       1549-14042755              $17,772.48      Aircraft
         20000             LB REC - Equipment       1549-14056827              $32,322.36      Aircraft
         20000             LB REC - Equipment       1549-14046098              $35,723.94      Aircraft
         20000             LB REC - Equipment       1549-14739166              $21,485.17      Aircraft
         20000             LB REC - Equipment       1549-14012746              $51,667.17      Aircraft
         20000             LB REC - Equipment       1549-14060323              $34,698.34      Aircraft
         20000             LB REC - Equipment       1549-14029401              $38,302.55      Aircraft
         20000             LB REC - Equipment       1549-14753245              $26,329.35      Aircraft
         20000             LB REC - Equipment       1549-14797300              $54,791.00      Aircraft
         20000             LB REC - Equipment       1549-14772012              $22,722.33      Aircraft
         20000             LB REC - Equipment       1549-14049278              $19,648.64      Aircraft
         20000             LB REC - Equipment       1549-14055340               $8,018.34      Aircraft

                                      A-19
<PAGE>

         20000             LB REC - Equipment       1549-14786472              $20,372.73      Aircraft
         20000             LB REC - Equipment       1549-14045200              $29,277.60      Aircraft
         20000             LB REC - Equipment       1549-14049747              $35,798.04      Aircraft
         20000             LB REC - Equipment       1549-14076548              $18,126.94      Aircraft
         20000             LB REC - Equipment       1549-14558673              $10,542.04      Aircraft
         20000             LB REC - Equipment       1549-79300998               $8,839.40      Aircraft
         20000             LB REC - Equipment       1549-14056212              $80,512.61      Aircraft
         20000             LB REC - Equipment       1549-14037013              $58,876.46      Aircraft
         20000             LB REC - Equipment       1549-14059230              $82,056.18      Aircraft
         20000             LB REC - Equipment       1549-14023417              $83,868.76      Aircraft
         20000             LB REC - Equipment       1549-14042215              $52,652.40      Aircraft
         20000             LB REC - Equipment       1549-14056843               $2,134.12      Aircraft
         20000             LB REC - Equipment       1549-14029294              $55,373.89      Aircraft
         20000             LB REC - Equipment       1549-14053365              $54,183.31      Aircraft
         20000             LB REC - Equipment       1549-14059761               $9,429.21      Aircraft
         20000             LB REC - Equipment       1549-14025921               $9,117.48      Aircraft
         20000             LB REC - Equipment       1549-14031505               $9,040.82      Aircraft
         20000             LB REC - Equipment       1549-14051655              $16,492.24      Aircraft
         20000             LB REC - Equipment       1549-14015056              $38,637.64      Aircraft
         20000             LB REC - Equipment       1549-14061300              $33,188.41      Aircraft
         20000             LB REC - Equipment       1549-14043042              $22,373.26      Aircraft
         20000             LB REC - Equipment       1549-14043135              $13,482.66      Aircraft
         20000             LB REC - Equipment       1549-14046156              $43,288.63      Aircraft
         20000             LB REC - Equipment       1549-79336864              $31,336.86      Truck
         20000             LB REC - Equipment       1549-79333553              $33,700.08      Truck
         20000             LB REC - Equipment       1549-79336812             $176,683.30      Truck
         20000             LB REC - Equipment       1549-79336799              $26,403.58      Truck
         20000             LB REC - Equipment       1549-79336863              $13,609.29      Truck
         20000             LB REC - Equipment       1549-79333069              $17,556.31      Truck
         20000             LB REC - Equipment       1549-79330049              $14,952.88      Truck
         20000             LB REC - Equipment       1549-79336804              $15,685.97      Truck
         20000             LB REC - Equipment       1549-79336843              $12,887.37      Truck
         20000             LB REC - Equipment       1549-79336842              $27,373.34      Truck
         20000             LB REC - Equipment       1549-79336840              $15,833.60      Truck
         20000             LB REC - Equipment       1549-79333412               $6,918.15      Truck
         20000             LB REC - Equipment       1549-79322242              $17,517.50      Truck
         20000             LB REC - Equipment       1549-79319686               $6,936.67      Truck
         20000             LB REC - Equipment       1549-79320386              $25,934.97      Truck
         20000             LB REC - Equipment       1549-79322479              $38,140.39      Truck
         20000             LB REC - Equipment       1549-79330459               $8,680.84      Truck
         20000             LB REC - Equipment       1549-79321990              $74,344.28      Truck
         20000             LB REC - Equipment       1549-79336866              $21,973.30      Truck
         20000             LB REC - Equipment       1549-79336865              $10,715.61      Truck
         20000             LB REC - Equipment       1549-79336808              $21,623.49      Truck
         20000             LB REC - Equipment       1549-79336828              $16,368.11      Truck

                                      A-20
<PAGE>

         20000             LB REC - Equipment       1549-79336825              $43,723.37      Truck
         20000             LB REC - Equipment       1549-79336824              $70,422.90      Truck
         20000             LB REC - Equipment       1549-79336822              $51,543.35      Truck
         20000             LB REC - Equipment       1549-79336829              $52,132.86      Truck
         20000             LB REC - Equipment       1549-79336855             $153,973.55      Truck
         20000             LB REC - Equipment       1549-79336826              $41,315.81      Truck
         20000             LB REC - Equipment       1549-79335760              $88,761.53      Truck
         20000             LB REC - Equipment       1549-79332382              $76,873.75      Truck
         20000             LB REC - Equipment       1549-79336878             $250,400.86      Truck
         20000             LB REC - Equipment       1549-79336803              $48,631.02      Truck
         20000             LB REC - Equipment       1549-79336801              $67,149.87      Truck
         20000             LB REC - Equipment       1549-79336809              $31,868.41      Truck
         20000             LB REC - Equipment       1549-79336814              $25,473.05      Truck
         20000             LB REC - Equipment       1549-79336813              $59,476.60      Truck
         20000             LB REC - Equipment       1549-79336811              $55,906.18      Truck
         20000             LB REC - Equipment       1549-79336797              $53,674.62      Truck
         20000             LB REC - Equipment       1549-79334870             $145,596.21      Truck
         20000             LB REC - Equipment       1549-79336862              $42,977.86      Truck
         20000             LB REC - Equipment       1549-79336861              $12,497.94      Truck
         20000             LB REC - Equipment       1549-79336860              $37,752.22      Truck
         20000             LB REC - Equipment       1549-79336859              $16,768.86      Truck
         20000             LB REC - Equipment       1549-79336858              $49,588.37      Truck
         20000             LB REC - Equipment       1549-79336857              $38,565.06      Truck
         20000             LB REC - Equipment       1549-79336835              $53,773.85      Truck
         20000             LB REC - Equipment       1549-79333792              $63,275.73      Truck
         20000             LB REC - Equipment       1549-79331843              $44,668.16      Truck
         20000             LB REC - Equipment       1549-79321792              $57,951.37      Truck
         20000             LB REC - Equipment       1549-79336877              $33,250.00      Truck
         20000             LB REC - Equipment       1549-79336876              $21,671.50      Truck
         20000             LB REC - Equipment       1549-79336874              $90,728.79      Truck
         20000             LB REC - Equipment       1549-79336873              $30,579.33      Truck
         20000             LB REC - Equipment       1549-79336872              $13,901.70      Truck
         20000             LB REC - Equipment       1549-79336870               $9,047.43      Truck
         20000             LB REC - Equipment       1549-79336846              $50,166.60      Truck
         20000             LB REC - Equipment       1549-79336844             $117,825.45      Truck
         20000             LB REC - Equipment       1549-79336841              $39,526.12      Truck
         20000             LB REC - Equipment       1549-79336839               $9,546.86      Truck
         20000             LB REC - Equipment       1549-79336838             $107,381.07      Truck
         20000             LB REC - Equipment       1549-79336819              $53,922.50      Truck
         20000             LB REC - Equipment       1549-79333593              $24,185.72      Truck
         20000             LB REC - Equipment       1549-79332372              $73,620.08      Truck
         20000             LB REC - Equipment       1549-79330370              $54,674.83      Truck
         20000             LB REC - Equipment       1549-79318926              $47,166.98      Truck
         20000             LB REC - Equipment       1549-79302370               $5,350.96      Truck
         20000             LB REC - Equipment       1549-79300422               $9,547.20      Truck

                                      A-21
<PAGE>

         20000             LB REC - Equipment       1549-79336848              $26,249.47      Truck
         20000             LB REC - Equipment       1549-79336847              $56,984.34      Truck
         20000             LB REC - Equipment       1549-79336834              $54,928.55      Truck
         20000             LB REC - Equipment       1549-79336833              $42,069.31      Truck
         20000             LB REC - Equipment       1549-79336562              $62,317.63      Truck
         20000             LB REC - Equipment       1549-79333719              $71,147.15      Truck
         20000             LB REC - Equipment       1549-79330673              $16,548.31      Truck
         20000             LB REC - Equipment       1549-79330363              $73,302.71      Truck
         20000             LB REC - Equipment       1549-79321538              $26,892.01      Truck
         20000             LB REC - Equipment       1549-79336802              $31,385.42      Truck
         20000             LB REC - Equipment       1549-79319428              $18,092.33      Truck
         20000             LB REC - Equipment       1549-79336410              $95,544.26      Truck
         20000             LB REC - Equipment       1549-79336820              $52,668.35      Truck
         20000             LB REC - Equipment       1549-79332393              $33,026.53      Truck
         20000             LB REC - Equipment       1549-79320956              $52,348.55      Truck
         20000             LB REC - Equipment       1549-79336869              $27,453.59      Truck
         20000             LB REC - Equipment       1549-79336868              $28,126.67      Truck
         20000             LB REC - Equipment       1549-79336867              $62,933.94      Truck
         20000             LB REC - Equipment       1549-79333316              $10,819.72      Truck
         20000             LB REC - Equipment       1549-79336818               $9,399.36      Truck
         20000             LB REC - Equipment       1549-79336810              $13,145.05      Truck
         20000             LB REC - Equipment       1549-79336854              $40,098.38      Truck
         20000             LB REC - Equipment       1549-79336853              $14,031.43      Truck
         20000             LB REC - Equipment       1549-79336852              $59,834.30      Truck
         20000             LB REC - Equipment       1549-79336850              $37,753.70      Truck
         20000             LB REC - Equipment       1549-79318701              $56,675.18      Truck
         20000             LB REC - Equipment       1549-79336849              $14,352.24      Truck
         20000             LB REC - Equipment       1549-79336871              $33,009.57      Truck
                                                                           $15,499,063.21

                                                Outstanding as of 1/28    ($14,100,000.00)

</TABLE>






                                      A-22


<PAGE>
<TABLE>

<CAPTION>


             Lease number                       Remaining Receivable                     Remaining Unearned
             <S>                                       <C>                                   <C>

               7225863                                   55310                                 2594.15
               7225753                                   94459.3                               4774.27
               7226352                                  108991.1                               5507.33
               7226505                                    3179                                   79.19
               7228342                                   14227.07                               797.78
               7227494                                  796521.46                             80609.98
               7228336                                   23179.42                               920.34
               7228684                                   14756                                  945.53
               7229712                                   49392.75                              2116.33
               7229721                                   46249.92                              2672.96
               7231610                                    9241.92                               344.63
               7232507                                   64673.07                              2518.12
               7232294                                  215611.2                              20598.98
               7232426                                   48253.09                              4895.33
               7232302                                   73037.91                              5873.76
              40277605/1                                201697.12                             27152.1
              40289009/1                                208473.51                             36781.41
              40278814/1                                 63364                                 2461.56
              40280921/1                                 24864                                 1197.66
              40287021/1                                 68143.5                               5515.72
              40295210/1                                 54980.28                              4870.14
              40297778/1                                165265.65                             20131.85
              40297904/1                                237498.92                             28930.89
              40300734/1                                205309.8                              37062.69
               7229730                                   27750                                 1603.79
              40052019/1                                136606.42                             18128.86
              40070200/1                                194748.18                             29495.85
              40080391/1                                  1844.69                               177.97
              40093148/1                                 73854.8                               5811.52
              40096162/1                                145659.16                             23229.12
              40096549/1                                145659.15                             23229.12
              40100316/1                                 67320.39                              5113.27
              40102360/1                                186465.2                              25466.07
              40106363/1                                129642.37                              9862.98
              40118194/1                                 92241.22                              6239.27
              40118861/1                                352274.23                             29519.03
              40124245/1                                176108.1                              18333.01
              40126130/1                                 52847.84                              2371.16
              40126211/1                                 35734.5                               4220.56
              40081991/1                                 25032.24                              1599.14
              40136938/1                                 88620.22                              9277.57
              40148583/1                                 13449.15                               511.72
              40150859/1                                197426.15                             28962.33
              40150992/1                                 10374.54                               591.91
              40152517/1                                206539.85                             29760.3

                                      A-23
<PAGE>

              40159233/1                                195078.51                             23242.71
              40161393/1                                  6781.59                               277.76
              40161659/1                                196258.32                             32814.56
              40161870/1                                  6020.85                               197.8
              40170591/1                                168038.84                             24733.21
              40172694/1                                 57456                                 3996.33
              40172758/1                                 98413.65                             10389.86
              40177114/1                                 28266.88                              2220.03
              40181147/1                                 15040                                 1320.84
              40192185/1                                     0                                    0
              40201325/1                                167118.1                              17819.97
              40201474/1                                418229.12                             44450.38
              40206445/1                                  8723.75                               562.98
              40206542/1                                221664.19                             34592.87
              40210433/1                                 60099.69                              4258.68
              40210478/1                                     0                                    0
              40212574/1                                 49104.64                              4901.05
              40219950/1                                 40715.24                              2132.68
              40232990/1                                 15901.02                              1481.6
              40233066/1                                 15901.02                              1481.6
              40233125/1                                126935.34                             16023.83
              40251394/1                                187048.58                             29339.6
              40256331/1                                102549.16                              5534.34
              40256544/1                                 56398.86                              3067.48
              40256637/1                                 68480.86                              2327.41
              40258919/1                                 91470.37                              9639.58
              40260688/1                                 39518.29                               974.14
              40260937/1                                119748.64                             11331.18
              40269549/1                                 15901.02                              1591.87
              40273695/1                                 91426                                 6418.27
              40307105/1                                 16784.41                              1711.79
              40307213/1                                 16784.41                              1711.79
              40310398/1                                 76954.2                               6875.18
              40310685/1                                 65823.47                              4896.66
              40314720/1                                234444.05                             37099.69
              40316681/1                                 51298.8                               4583.5
              40316745/1                                 37191                                 4215.82
              40317966/1                                  8992.32                               859.32
              40346333/1                                 41968.24                              3789.99
              40351184/1                                104121.9                               8312.99
              40361707/1                                212460.38                             34342.44
              40365976/1                                 40097.5                               1769.95
              40370361/1                                339734.07                             37239.42
              40372715/1                                 56628.62                              8992.92
              40382897/1                                 19579.77                              1485.18
              40390522/1                                161833.98                             12004.83

                                      A-24
<PAGE>

              40400651/1                                 77922.72                              4226.16
              40403047/1                                223389.9                              14422.37
              40403811/1                                207790.66                             31237.11
              40409126/1                                 71747.6                               4540.92
              40411396/1                                 98111.19                              9530.7
              40412031/1                                 23546.9                               1964.59
              40424037/1                                 32875.18                              1822.34
              40431321/1                                 24883.95                              2187.57
              40436305/1                                 45503.76                              4644.33
              40442061/1                                 30600.24                              2525.98
              40443516/1                                389157.65                             52846.63
              40446186/1                                 40820.77                              3742.09
              40454238/1                                 19055.4                               1624.81
              40454320/1                                 18476.4                               1035.9
              40456607/1                                 41470                                 4921.6
              40457067/1                                 41069.38                              3905.52
              40460238/1                                121633.2                              13784.54
              40461811/1                                 22418.26                              1998.01
              40462946/1                                 40420.84                              4001.78
              40465881/1                                 23546.9                               2157.95
              40465921/1                                214139.51                             31355.99
              40473608/1                                 18563.07                              2124.28
              40476516/1                                 13571.53                              1445.3
              40478087/1                                 91177.59                             10700.02
              40484698/1                                 38780.3                               4369.19
              40487503/1                                195906.81                             29228.2
              40491579/1                                 90687.24                              8205.28
              40493811/1                                 18563.07                              2124.28
              40493917/1                                 47299.2                               4922.73
              40494172/1                                 35356.6                               3735.66
              40494221/1                                 14681.79                              1545.14
              40499039/1                                 35282.02                              3923.27
              40505536/1                                 66562.34                              5819.94
              40510763/1                                 50813.72                              4919.47
              40512609/1                                860697.2                             106687.17
              40513452/1                                191178.72                             29099.75
              40513626/1                                 66890.04                              5962.36
              40516351/1                                 76164.18                              6258.61
              40516910/1                                 57233.66                              4561.79
              40524960/1                                 46721.46                              3987.37
              40528924/1                                738098.4                             104725.08
              40532722/1                                 37219.9                               2531.24
              40538066/1                                 44467.25                              5809.64
              40540849/1                                 22987.2                               1282.23
              40536186/1                                210026.67                             33577.69
              40544258/1                                223500.13                             18159.13

                                      A-25

<PAGE>

              40546786/1                                195349.52                             30168.43
              40546901/1                                798859.13                            118726.03
              40546981/1                               4048306.99                            580976.72
              40547111/1                                 40691.2                               4486
              40550772/1                                188725.66                             22824.58
              40550820/1                                312812.64                             33790.22
              40550931/1                                 14202.44                                 0
              40550957/1                                  7811.3                                  0
              40553078/1                                129409.95                             12343.38
              40556751/1                                 61002.6                               7672.77
              40557492/1                                242950.32                             21951.29
              40558407/1                                 62437.1                               5457.39
              40558565/1                                381913.95                             47079.13
              40558769/1                                 39531                                 3604.23
              40559035/1                                799102.5                             131746.04
              40561261/1                                202428.95                             26089.97
              40561300/1                                628496                                75586.88
              40561473/1                                113634.65                             12505.2
              40561616/1                                 45105.6                               5558.26
              40561660/1                                 41263.75                              4066.23
              40561714/1                                189198.8                              30072.18
              40564964/1                                712259.46                             91758.11
              40567629/1                                 43865.79                              4118.95
              40567778/1                                 28473.96                              1451.83
              40573652/1                                 60493.91                              4580.97
              40573713/1                                219500.84                             35917.56
              40574139/1                                 39183.53                              4566.35
              40574218/1                                 83192.72                              6261.81
              40573806/1                                151072.48                              9622.19
              40575311/1                                283653.3                              55083.46
              40575748/1                                 37857.77                              2859.88
              40576037/1                                441012                                21651.68
              40576057/1                                 20187.84                              2111.49
              40576074/1                                130806.26                              8296.82
              40577264/1                                166439.3                              26796.7
              40577310/1                                  2000                                  402.63
              40577413/1                                422744.75                             47936.96
              40577477/1                                192321.6                              29298.47
              40577505/1                                421472.96                             65661.35
              40577836/1                                174649                                23621.86
              40580466/1                                 42222.18                              5203.84
              40580850/1                                136072.32                             15058.16
              40583147/1                                 29722.8                               2736.58
              40588592/1                                163088.25                             13375.68
              40595541/1                                 16701.29                              2050.12
              40601034/1                                 38838.72                              3861.86

                                      A-26

<PAGE>

              40601343/1                                109089                                10125.28
              40604636/1                                481296                                67660.84
              40612631/1                                 29456.16                              3515.51
              40629185/1                                 16819.67                              1721.59
              40635211/1                                 44340.26                              5353.95
              40635324/1                                 44015.75                              4656.93
              40640698/1                                 41892                                 4619.46
              40652227/1                                 59787.6                               6310.56
              40658071/1                                130480.2                              12936.8
              40658188/1                                 48650.32                              5548.55
              40661318/1                                     0                                    0
              40661419/1                                 46575.3                               4420.83
              40661935/1                                 44880                                 4264.76
              40666662/1                                336036.6                              51092.24
              40669106/1                                     0                                    0
              40671976/1                                 46783.71                              4920.59
              40678896/1                                 39020.25                              3866.77
              40679401/1                                 10558                                 1061.63
              40682727/1                                221264.4                              35487.47
              40684518/1                                 50090.18                              3612.05
              40684634/1                                 45549.84                              5401.46
              40690035/1                                 45470.16                              3697.15
              40698959/1                                220239                                35630.54
              40704956/1                                 11064.82                              1133.59
              40705081/1                                 84998.73                              7263.77
              40708492/1                                 47740                                 4666.41
              40710595/1                                 13542.75                              1700.41
              40713450/1                                 25390.72                              2297.9
              40717173/1                                 51258.58                              5612.6
              40719657/1                                 53269.23                              6095.81
              40719943/1                                 57424.32                              6803.59
              40721699/1                                 25129.4                               5723.22
              40725676/1                                 25045.16                              2005.32
              40730342/1                                 47059.65                              5388.69
              40730566/1                                 80706.24                             10769.18
              40738551/1                                 49103.84                             10442.11
              40739349/1                                233640.4                              32465.12
              40741520/1                                690211.32                             82251.72
              40741825/1                                218638.56                             36457.38
              40744049/1                                 47975.75                              5246.72
              40747852/1                                447484.97                             65458.55
              40750049/1                                126010.22                             18303.04
              40755260/1                                402713.1                              60345.38
              40756890/1                                192480.08                             26392.04
              40760648/1                                137208.51                             20364.99
              40760612/1                                104738.56                             16771.39

                                      A-27

<PAGE>

              40760990/1                                 12465.9                               1540.92
              40761474/1                                  3834.7                                283.59
              40761521/1                                254370.63                             52755.66
              40761649/1                                 75085.76                             11252.18
              40762905/1                                106317.19                             12074.6
              40768455/1                                  4494.32                                 0
              40768604/1                                  5685.84                               168.37
              40768747/1                                  5685.84                               168.37
              40770958/1                                  4781.63                               289.33
              40771136/1                                198645                                30866.62
              40773254/1                                 52730.44                              6420.02
              40773688/1                                190972.56                             23788.51
              40776169/1                                 43708                                 5103.42
              40778622/1                                210691.17                             39241.86
              40778862/1                                 11760.56                              1799.93
              40781626/1                                 39000.6                               2811.56
              40783482/1                                 40859.1                               4144.3
              40783700/1                                 88255.36                              7798.88
              40788018/1                                 34866.9                               5341.12
              40788178/1                                 43139.98                              4641.5
              40788370/1                                  2177.46                                 0
              40788458/1                                  2177.46                                 0
              40790642/1                                  2608.92                               138.22
              40792058/1                                 10056                                  490.87
              40791009/1                                 62931.35                              7483.28
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                                      A-28

<PAGE>

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                                      A-29

<PAGE>

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                                      A-30

<PAGE>

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              41015414/1                                 11436.16                              1632.25

                                      A-31

<PAGE>

              41017563/1                                205580.37                             28055.81
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              41086464/1                                 75911.77                             10144.23

                                      A-32

<PAGE>

              41088962/1                                250441.28                             35415.75
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              41089310/1                                 13812.88                               978.16
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                                      A-33

<PAGE>

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                                      A-34

<PAGE>

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                                      A-35

<PAGE>

              41388950/1                                 56729.51                              8292.29
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              41391539/1                                 61583.18                              7955.77
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              41436773/1                                 12256                                 1690.35
              41441988/1                                 15835.63                              2595.77
              41454936/1                                 40640.67                              3209.52
              41461604/1                                 58367.62                              9315.87
              41462372/1                                 82065.9                              13821.38
              41469083/1                                144470.01                             28498.6
              41479178/1                                 18476.68                              1950.72
              41528336/1                                175986.85                             23335.39
              41574795/1                                196922.23                             32805.1
              41919793/1                                416593.33                             91660.67
              40036251/1                                455259                                64810.84
              40269468/1                                 15901.02                              1598.84
                                 $72,377,451.72

                                                  ($38,000,000.00)              Outstanding as of 1/28
</TABLE>

                                  A-36