UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-Q
                                
IXI  QUARTERLY  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997
                               OR

I   I      TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d)  OF
     THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to

Commission File Number 1-9742

               HARBOURTON FINANCIAL SERVICES L.P.
     (Exact name of registrant as specified in its charter)
                                
              DELAWARE                             52-1573349
(State  or  other jurisdiction of incorporation or  organization)
(I.R.S. Employer Identification No.)

         2530   S.   Parker    Road,  Suite  500,   Aurora,    CO
80014
(Address of principal executive offices)          (Zip Code)

 Registrant's telephone number, including area code:  (303) 745-3661

                                
   Securities registered pursuant to Section 12(b) of the Act:

Title of each class             Name of each exchange on which registered
Preferred Units                          New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None
                                
Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes         X           No

At  August  14,  1997, registrant had 41,169,558 Preferred  Units
outstanding.
                        TABLE OF CONTENTS
                                
                             PART I
                                
                                
Item      1.     Financial Statements

 Consolidated Balance Sheet as of December 31, 1996              3

 Condensed Consolidated Statement of Net Assets in Liquidation as of June
 30, 1997 (unaudited)                                            4 

 Consolidated Statement of Operations for the Three Months and Six Months
 Ended June 30, 1996 (unaudited)                                  5

 Condensed Consolidated Statement of Changes in Net Assets in Liquidation
 For the Six Months Ended June 30, 1997 (unaudited)               6

 Consolidated Statement of Cash Flows for the Six Months Ended June 30,
 1996 (unaudited)                                                 7 

 Notes to Consolidated Financial Statements as of June 30, 1997
 (unaudited)                                                       8 

Item      2.       Management's Discussion and Analysis of Financial 
Condition and Results  of Operations                               18

                             PART II

            OTHER INFORMATION                                       24

            SIGNATURES                                               25


       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
                   Consolidated Balance Sheet
                     as of December 31, 1996
          (After Corporate Reorganization  --  Note 1)
                    (audited) (in thousands)
<TABLE>
<S>                                                         <C>                                                      
ASSETS                                               
     Cash and cash equivalents                            $    1,951
     Mortgage loans held for sale, net                       214,609
     Mortgage loans held for investment, net of                3,178
        reserves of $307
     CMO bonds, residual interests, investment            
        securities and SMATs, net of accumulated               3,583
        amortization of $577
     Notes receivable - affiliates                               587
     Investment in loans repurchased from GNMA                40,127
        pools, net of reserves of $1,120
     Advances receivable, net of reserves of $3,984            5,709
     Mortgage servicing rights, net of accumulated            41,773
        amortization of $9,268
     Deferred acquisition, transaction and borrowing      
       costs, net of accumulated amortization of $1,075        2,825
     Property, equipment and leasehold improvements,      
       net of accumulated amortization of $4,567               5,773
     Investment in affiliates                                    405
     Due from affiliates                                          --
     Excess cost over identifiable tangible and           
       intangible assets acquired, net of accumulated           2,633
       amortization of $577
     Bulk and flow sales of servicing receivables              52,658
     Other assets                                               8,309
Total Assets                                                 $384,120
                                                     
LIABILITIES AND PARTNERS' CAPITAL                    
Liabilities:                                         
  Installment purchase and sale obligations - servicing     $   1,303
  Foreclosure, repurchase and indemnification reserves          6,403
  Lines of credit & short-term borrowings                     212,388
  Servicing facility                                           54,400
  Notes payable - affiliates                                   38,412
  Due to affiliates                                             1,678
  Accounts payable and other liabilities                       10,604
Total Liabilities                                             325,188
                                                     
Partners' Capital                                              58,932
                                                     
Total Liabilities and Partners' Capital                      $384,120
</TABLE>
                                
The accompanying notes are an integral part of these consolidated
financial statements.


       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
                 (a partnership in liquidation)
                                
  Condensed Consolidated Statement of Net Assets in Liquidation
                       as of June 30, 1997
                   (unaudited) (in thousands)
                                                           
<TABLE>
<S>                                                            <C> 
Assets, at estimated realizable values:               
     Cash and cash equivalents                              $  4,486
     Mortgage loans held for sale, net                        10,928
     Mortgage loans held for investment, net                  11,802
     Investment in loans repurchased from GNMA pools, net     12,251
     Advances receivable                                      11,413
     Mortgage servicing rights and servicing receivables      60,127
     Property, equipment and leasehold improvements            2,149
     Other assets                                              7,915
Total Assets                                                $121,071
                                                      
Less - Liabilities, at estimated settlement amounts:  
  Installment purchase and sale obligations - servicing        1,156
  Foreclosure, repurchase and indemnification reserves         8,165
  Lines of credit                                             20,743
  Term Loan                                                    7,500
  Notes payable - affiliates                                  23,178
  Due to affiliates                                            6,726
  Accounts payable and other liabilities                       6,258
Total Liabilities                                             73,726
                                                      
Net Assets in Liquidation                                   $ 47,345
                                                      
</TABLE>
                                









The accompanying notes are an integral part of these unaudited
consolidated financial statements.


       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
              Consolidated Statements of Operations
        For the Three and Six Months Ended June 30, 1996
                   (unaudited) (in thousands)
                                
                                                  Three     Six 
                                                        Months      
                                                         Ended
                                                     June 30, 1996
<TABLE>

<S>                                                 <C>         <C>
REVENUES                                             
  Loan servicing fees                             $  6,373     $  12,661
  Ancillary income                                   1,889        3,824
  Gain on sale of defaulted loans to affiliates        229          511
  Investment income net of interest                  2,686        4,466
    expense on escrows
      Total servicing revenue                       11,177       21,462
                                                          
  Gain on sale of mortgage loans and                 4,697        9,663
    related mortgage servicing rights
  Interest income, net of related                    1,556        2,482
    warehouse interest expense
  Other production income                             3,772        7,512
     Total production income - gross                 10,025       19,657
                                                     
  Other investment and interest income                3,093        3,653
     Total Revenue                                   24,295       44,772
                                                     
EXPENSES                                             
  Servicing costs                                    2,516        4,771
  Prepayment costs and interest curtailments           604        1,173
  Provision for foreclosure losses                   1,500        3,593
  Amortization of mortgage servicing rights          3,158        5,501
     Total servicing expenses                        7,778        15,038
                                                          
     Loan production and secondary marketing costs   9,931        18,228
                                                          
  General and administrative costs,                  1,694        3,212
     including management fees
  Interest expense - term loans                        752          1,528
  Other interest expense                               323          797
  Other interest expense-affiliates, net               738          1,084
     of interest income-affiliates
  Other amortization and depreciation                  423          901
     Total Expenses                                 21,639       40,788
Net Income Before Equity in Earnings of                   
   Affiliates and Gain on Bulk Sale of             $  2,656     $   3,984
    Servicing
                                                     
 Equity in earnings of affiliates                         5            5

Net Income                                         $  2,661     $   3,989

Net Income per Preferred Unit, based on              
   41,414 and 41,658 weighted average             $    0.06    $     0.09
   number of Preferred Units
   outstanding, respectively

</TABLE>
                                
The accompanying notes are an integral part of these unaudited
consolidated financial statements.

       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
              Consolidated Statement of Cash Flows
             For The Six Months Ended June 30, 1996
                   (unaudited) (in thousands)
                                
                                                            Six Months
                                                                Ended
                                                               June 30,
                                                                1996
<TABLE>
<S>                                                          <C>
Cash Flows From Operating Activities:                
  Net Income                                                $   3,989
     Adjustments to reconcile net income to net cash from 
       operating activities:
     Gain on sale of defaulted loans                            (511)
     Net unrealized gain on CMO bonds, residual               (2,486)
       interests and SMATs
     Mortgage servicing rights valuation allowance            (1,043)
     Amortization and depreciation                             7,444
     Equity in earnings of affiliates                             (5)
     Provision for foreclosure losses                           3,593
     Changes in operating assets and liabilities:    
       Mortgage loans held for sale and investment, net      (36,477)
       Advances receivable                                   (11,384)
       Other assets                                           (9,285)
       Due to/from affiliates                                  4,665
       Accounts payable and other liabilities                 (3,875)
  Net Cash Flows  From Operating Activities                  (45,375)
Net Cash Flows  From Investing Activities:           
  Proceeds from sale of CMO bonds, residual                    5,550
    interests and SMATs
  Gain on sale associated with retained servicing            (14,644)
  Settlement of installment purchase obligation               (4,975)
  Funding of deferred acquisition and transaction costs         (226)
  Amortization of CMO bonds, residual interests, and             (70)
     investment securities
  Investment in subsidiary                                      (100)
  Purchases of property and equipment                         (2,183)
Net Cash Flows  From Investing Activities                    (16,648)
Cash Flows From Financing Activities:                
  Net borrowings on lines of credit and short-term            26,711
    borrowings
  Principal payments on term loans                            (4,135)
  Funding of deferred loan costs                                 (72)
  Term debt advances                                           8,248
  Redemption of Preferred Units                               (1,100)
  Net (repayments) borrowings from notes payable-affiliates   33,734
Net Cash Flows From Financing Activities                      63,386
Increase (decrease) in cash and cash equivalents               1,363
Cash and cash equivalents at beginning of period               2,273
Cash and cash equivalents at end of period                 $   3,636
</TABLE>
                                
 The accompanying notes are an integral part of these unaudited
               consolidated financial statements.
                                
       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
                 (a partnership in liquidation)
                                
  Condensed Consolidated Statement of Changes in Net Assets in
                           Liquidation
                   (unaudited) (in thousands)
                                
<TABLE>
                                                   
<S>                                                        <C>
Net partners' equity at December 31, 1996                $58,932
                                                   
Net loss during the three months ended March 31, 1997     (2,718)

                                                     
Adjustment of carrying values of assets and          
liabilities to estimated realizable values and     
estimated settlement amounts, respectively, at     
March 31, 1997, upon adoption of liquidation
basis of accounting:
                                                   
     Mortgage loans held for sale                          1,393
     Mortgage servicing rights                             9,006
     Property, equipment and leasehold improvements         (779)
     Foreclosure, repurchase and indemnification reserves (2,400)
     Other liabilities related to liquidation             (5,830)
                                                   
Net assets in liquidation at March 31, 1997              $57,604
                                                   
Changes from March 31, 1997 in estimated realizable  
values and estimated settlement amounts:           
                                                   
     Mortgage servicing rights                            (3,000)
     Property, equipment and leasehold improvemnts          (238)
     Foreclosure, repurchase and indemnification          (4,700)
     Other liabilities related to liquidation             (2,321)
                                                   
Net assets in liquidation at June 30, 1997               $47,345
                                                   
                                                   
Preferred Units outstanding at March 31, and June 30, 1997   41,170
                                
</TABLE>
                                
                                
 The accompanying notes are an integral part of these unaudited
               consolidated financial statements.
       
HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
                 (a partnership in liquidation)
                                
           Notes to Consolidated Financial Statements
               December 31, 1996 and June 30, 1997
                                
                                
Note 1.        Description of Business and Organization

Harbourton  Financial Services L.P. ("HBT") was created  pursuant
to  a Certificate of Limited Partnership filed with the Secretary
of  the  State  of  Delaware on August 12,  1987  and  a  limited
partnership  agreement  (the  "HBT Agreement")  (as  amended  and
restated)  dated  as  of  August 12, 1987.   Harbourton  Mortgage
Corporation (the "General Partner") was incorporated in the State
of  Delaware on August 12, 1987.  The General Partner manages the
business and affairs of HBT and has exclusive authority to act on
behalf  of  HBT.   HBT's termination date is  December  31,  2050
unless  sooner  dissolved  or  terminated  pursuant  to  the  HBT
Agreement.  See Note 4, Liquidation of Partnership.

Harbourton  Assignor Corporation ("Assignor Limited Partner")  is
the  sole limited partner of HBT.  Pursuant to the HBT Agreement,
the Assignor Limited Partner holds for the benefit of the holders
of  the  Preferred Units all of the limited partnership interests
underlying  such  Preferred  Units.   Each  Preferred   Unit   is
evidenced by a beneficial assignment certificate, which is issued
by the Assignor Limited Partner and HBT in fully registered form.
Each  holder  of  a  Preferred Unit is entitled  to  all  of  the
economic   rights   and  interests  in  the  underlying   limited
partnership  interest held by the Assignor Limited  Partner,  and
each  holder  of  a Preferred Unit has the right  to  direct  the
Assignor Limited Partner on voting and certain other matters with
respect to such underlying limited partnership interests.

HBT's  primary business activity has been mortgage banking, which
has been conducted through its wholly-owned subsidiary Harbourton
Mortgage Co., L.P. ("HMCLP").  Mortgage banking consists  of  (i)
mortgage loan servicing activities, including the acquisition and
sale  of  mortgage  servicing rights, (ii)  the  origination  and
purchase of mortgage loans, including the securitization and sale
of  mortgage loans with the related servicing rights retained  or
released,   and   (iii)  investments  in  other  mortgage-related
securities.   HMCLP  is an approved Government National  Mortgage
Association   ("GNMA"),  Federal  National  Mortgage  Association
("FNMA"),  and  Federal Home Loan Mortgage Corporation  ("Freddie
Mac")  licensee.  HBT, HMCLP and its general partners  Harbourton
Funding Corporation ("HFC"), and HMCLP's 50% equity investment in
HTP  Financial, L.P. ("HTP") are hereinafter collectively referred
to as the "Partnership" unless otherwise noted.

In  general, each quarter the Partnership allocates 99% and 1% of
profits  and  losses  to  the Preferred Unitholders  and  General
Partner, respectively, up to a maximum amount as defined  in  the
HBT   Agreement  ("Participating  Amount").   This  Participating
Amount generally does not exceed the product of the cash or  fair
value of property contributed to the Partnership in consideration
for  the issuance of Preferred Units and the appropriate weighted
average  Treasury Index.  Profits that exceed this  Participating
Amount, up to an additional amount as defined, are allocated 75%,
12.5%   and   12.5%  to  the  Preferred  Unitholders  ("Preferred
Amount"),    General   Partner   and   Subordinated   Unitholder,
respectively.   Preference amounts ("Second  Preference")  beyond
these  levels,  up to an additional amount as defined,  are  then
allocated  62.5%, 18.75% and 18.75% to the Preferred Unitholders,
General   Partner  and  Subordinated  Unitholder,   respectively.
Preference  amounts in excess of the Second Preference  are  then
allocated  55%,  22.5%,  and 22.5% to the Preferred  Unitholders,
General Partner, and Subordinated Unitholder, respectively.  Cash
distributions are allocated approximately in the same  manner  as
allocated taxable profits.  Losses are allocated up to the amount
of  the  sum  of the undistributed Preferred Amount  allocations,
Second    Preference   allocations   and   Participating   Amount
allocations    to   the   Preferred   Unitholders,   Subordinated
Unitholders,   and  General  Partner  in  proportion   to   their
respective interest in the sum of such undistributed allocations.

After  the allocation of profits or losses and the payment of  or
provision  for  all  debts, liabilities and  obligations  of  the
Partnership,  liquidating  distributions  are  allocated  to  the
General  Partner  and Preferred and Subordinated  Unitholders  in
accordance  with  and in proportion to their  respective  capital
account  balances  as  determined  in  accordance  with  the  HBT
Agreement.   At  June  30,  1997,  the  Subordinated  Unitholders
capital  account balances totaled $0.  Management  believes  that
there  will  be  no  liquidating  distributions  distributed   to
Subordinated Unitholders.

Note 2.   Summary     of    Significant    Accounting    Policies
 (Consolidated Balance Sheet at December  31,  1996  and
 Statement  of Operations and Cash Flows for  the  Three
 and  Six  Months  Ended June 30, 1996 -  Going  Concern
 Basis of Accounting)

Basis  of  Presentation - The consolidated  financial  statements
primarily  include the accounts of HBT, HMCLP,  HFC,  and  a  50%
equity   interest   in   HTP.  All  intercompany   accounts   and
transactions have been eliminated in consolidation.

Cash and Cash Equivalents - Cash and cash equivalents consist  of
cash  on  hand  and  in  banks  and short-term  instruments  with
original maturities of three months or less.

Mortgage  Loans Held for Sale - Mortgage loans held for sale  are
stated  at  the  lower of aggregate cost, net  of  deferred  loan
production fees and costs, or market value.

Mortgage  Loans  Held for Investment - Mortgage  loans  held  for
investment are stated at the amount of unpaid principal,  reduced
by   an  allowance  for  loan  losses,  based  upon  management's
evaluation  of  the economic conditions of borrowers,  loan  loss
experience,  collateral value and other relevant  factors,  which
approximates the lower of cost or market.

Investment in Loans Repurchased from GNMA Pools - The Partnership
has repurchased loans from GNMA pools which it services.

Advances  Receivable  -  Funds  advanced  for  mortgagor   escrow
deficits,  foreclosures  and  other  investor  requirements   are
recorded as advances receivable in the consolidated statements of
financial  condition.  Such receivables are generally recoverable
from  the  insurers or guarantors, which are generally government
agencies,  or the mortgagors through increased monthly  payments,
as  applicable.   A  reserve  for uncollectible  items  has  been
established for those receivables which management estimates  are
not recoverable.

Mortgage Servicing Rights - The Partnership capitalizes the  cost
of   mortgage  servicing  rights  and  amortizes  such  costs  in
proportion   to,  and  over  the  period  of,  estimated   future
undiscounted net servicing income.

Collateralized   Mortgage  Obligation  ("CMO")  Bonds,   Residual
Interests,   Investment  Securities,  and  Securitized   Mortgage
Acceptance Trusts ("SMATs") - The Partnership classifies its  CMO
bonds,   residual  interests,  and  SMATs  portfolio  as  trading
securities since the securities are being held with the intent of
selling  them  in  the near term.  Accordingly, such  assets  are
stated  at  fair  value  and  unrealized  gains  and  losses  are
recognized   in   earnings.   The  Partnership   classifies   its
investment  securities as available for sale.  Accordingly,  such
assets  are stated at fair value and unrealized gains and  losses
are recognized as a component of partners' capital.

Deferred  Acquisition, Transaction and Borrowing Costs - Deferred
borrowing  costs  are amortized over the life  of  the  servicing
facility   agreement   using  the  straight-line   method   which
approximates the effective interest method.  Deferred acquisition
and  transaction  costs are amortized over a period  of  five  to
fifteen years using the straight-line method.

Property,   Equipment  and  Leasehold  Improvements  -  Property,
equipment  and  leasehold improvements are stated  at  cost  less
accumulated  depreciation.  Depreciation is  computed  using  the
straight-line  method over the assets' useful  lives,  which  are
estimated to be 30 years for depreciable real property and  2  to
15  years  for  furniture,  fixtures  and  equipment.   Leasehold
improvements  are amortized using the straight-line  method  over
the lease life.

Investment  in Affiliates - HMCLP recorded its 50% investment  in
HTP  based on the equity method of accounting for the year  ended
December 31, 1996.

Excess  Cost  Over  Identifiable Tangible and  Intangible  Assets
Acquired  - Excess cost over identifiable tangible and intangible
assets acquired is amortized using the straight-line method  over
15 years.

Loan Servicing Fees and Servicing Costs - Loan servicing fees are
based on a contractual percentage of the unpaid principal balance
of  the  related  loans and are recognized in income  as  earned.
Servicing costs are charged to operations as incurred.

Investment Income Net of Interest Expense - Investment income net
of  interest  expense  includes primarily the  gain  on  sale  of
reinstated  loans,  interest  income  on  investment   in   loans
repurchased from GNMA pools, net of interest expense  on  related
borrowings to fund such investments and the earnings derived from
the servicing portfolio custodial balances.

Loan  Production Fees and Costs - Certain direct loan  production
fees  and costs associated with mortgage loans held for sale  are
deferred until the related loans are sold.

Foreclosure,   Repurchase,   and   Indemnification   Reserves   -
Foreclosure reserves are maintained to provide for an estimate of
the  losses  associated  with  delinquent  loans  and  loans   in
foreclosure  or  bankruptcy  ("Defaulted  Loans")  in  which  the
Partnership  services  and retains certain recourse  obligations.
The  reserves  are established based on management's expectations
and  historical  loss  experience and are  adjusted  periodically
through charges to current operations to reflect changes  in  the
Defaulted Loans, net of actual charge-offs.

As  part of its production operations, the Partnership is subject
to  certain repurchase and indemnification provisions through its
contractual  agreements  with the investors  to  which  it  sells
mortgage  loans.   These provisions generally  provide  that  the
Partnership repurchase from the investor,  i) loans in which  the
borrower defaults on the first payment, ii) loans which have  not
been  insured  by  the  government in  a  timely  manner  or  are
uninsurable,  and  iii) mortgage loans in  which  an  origination
(i.e.,   underwriting)  defect  is  discovered.   The   investor,
however,  may  require the Partnership to indemnify them  against
future losses that might result rather than repurchase the  loan.
The  reserve is based on management's expectations and historical
loss  experience.   The provisions for this reserve  are  charged
against loan production and secondary marketing costs.

Income  Taxes - The Partnership is a limited partnership  and  is
not   liable   for  federal  income  taxes,  however,  individual
unitholders have liability for income taxes.  As a result of  the
provisions  currently  in the tax law, the  Partnership  will  be
assessed  an  excise tax equal to 3.5% of its gross  profit  from
operations  for  federal income tax purposes  for  its  tax  year
beginning on January 1, 1998.

Use  of  Estimates - The preparation of financial  statements  in
conformity with generally accepted accounting principles requires
management  to  make estimates and assumptions  that  affect  the
reported  amounts  of assets and liabilities  and  disclosure  of
contingent assets and liabilities at the date of the consolidated
financial  statements and the reported amounts  of  revenues  and
expenses  during  the  reporting period.   Actual  results  could
differ from those estimates.

Note 3.        Summary   of   Significant   Accounting   Policies
 (Condensed Consolidated Statement of Net Assets in Liquidation as
 of  June 30, 1997 and Condensed Consolidated Statement of Changes
 in  Net  Assets  in Liquidation For the Three  and  Six
 Months  Ended  June  30, 1997 -  Liquidation  Basis  of
 Accounting)

All  statements contained herein, as well as statements  made  in
press  releases  and  oral statements that may  be  made  by  the
Partnership,  the  General Partner or by officers,  directors  or
employees  of  the  General Partner acting on  the  Partnership's
behalf,  that  are not statements of historical fact,  constitute
"forward-looking statements" within the meaning  of  the  Private
Securities  Litigation Reform Act of 1995.  Such  forward-looking
statements  involve  known and unknown risks,  uncertainties  and
other  factors  that  could  cause  the  actual  results  of  the
liquidation  or  operations of the Partnership to  be  materially
different  from  historical results or from  any  future  results
expressed  or implied by such forward-looking statements.   Among
the  factors  that  could materially affect such  forward-looking
statements are the following:  market conditions in the  mortgage
banking  industry, prevailing interest rates, the realization  of
contingent  payments owing to the Partnership, the  Partnership's
ability  to  dispose of its remaining assets at expected  prices,
the  settlement  of and provision for contingent liabilities  and
claims,  the  length of time required to complete the disposition
of the Partnerships assets and the Partnership's liquidation, the
actual  costs  incurred in the liquidation, general business  and
economic conditions and other risk factors described from time to
time  in  the  Company's reports filed with  the  Securities  and
Exchange  Commission  ("SEC").  All  cautionary  statements  made
herein  should be read as being applicable to all forward-looking
statements  by  or  on  behalf of the Partnership  wherever  they
appear, including, but not limited to, all subsequent written and
oral forward-looking statements.

Basis of Presentation-The condensed consolidated financial statements
primarily  include  the  accounts of HBT,  HMCLP,  and  HFC.  All
intercompany  accounts and transactions have been  eliminated  in
consolidation. As a result of the Partnership's determination  to
liquidate  during January 1997 (see Note 4), the Partnership  has
changed its basis of accounting from a going concern basis  to  a
liquidation basis of accounting.  Under the liquidation basis  of
accounting, carrying values of assets are presented at  estimated
net  realizable values and liabilities are presented at estimated
settlement  amounts.   The  basis for determining  estimated  net
realizable values and estimated settlement amounts are  described
below. At March 31, 1997, certain secured obligations were offset
against  the related assets.  However, at June 30, 1997,  secured
obligations were not offset against the related assets.

Mortgage  Loans Held for Sale - Mortgage loans held for sale  are
stated  at their estimated realizable value, including the  value
for  the related servicing rights, which was determined based  on
the  mandatory  and optional forward commitments matched  against
applicable loans and servicing rights.

Mortgage  Loans  Held for Investment - Mortgage  loans  held  for
investment  are  stated  at the amount of  unpaid  principal  and
accrued interest, reduced by an allowance for loan losses,  based
upon  management's  evaluation  of  the  economic  conditions  of
borrowers,  loan  loss  experience, collateral  value  and  other
relevant  factors,  which approximates estimated  net  realizable
value.

Investment  in Loans Repurchased from GNMA Pools - The investment
in  loans  repurchased from GNMA pools consists of the amount  of
unpaid  principal,  interest, and funds  advanced  for  mortgagor
escrow deficits, foreclosures and other investor requirements.  A
reserve  for  uncollectible items (based on loan types  and  loan
loss experience) has been established for those receivables which
management estimates are not recoverable. The investment in loans
repurchased  from  GNMA  pools  approximates  its  estimated  net
realizable  value  at  June  30, 1997  except  for  certain  loss
reserves  which  are  included  in  foreclosure,  repurchase  and
indemnification   reserves   in   the   accompanying    condensed
consolidated statement of net assets in liquidation.

Advances  Receivable  - Advances receivable,  which  approximates
estimated  net  realizable value, represents funds  advanced  for
mortgagor  escrow  deficits,  foreclosures  and  other   investor
requirements and are generally recoverable from the  insurers  or
guarantors,  which  are  generally government  agencies,  or  the
mortgagors through increased monthly payments, as applicable.   A
reserve  for  uncollectible items (based on loan types  and  loan
loss  experience)   has  been established for  those  receivables
which  management estimates are not recoverable and is  reflected
in  foreclosure, repurchase and indemnification reserves  in  the
accompanying financial statements.

Mortgage Servicing Rights - Mortgage servicing rights are  stated
at  their  net  estimated realizable value which  was  determined
based  on transactions completed subsequent to June 30, 1997  and
current third-party negotiations.

Property,   Equipment  and  Leasehold  Improvements  -  Property,
equipment  and  leasehold improvements are  stated  at  estimated
realizable  value  which was determined based on  current  third-
party  negotiations  and  management's  estimate  of  liquidation
value.

Foreclosure,   Repurchase   and   Indemnification   Reserves    -
Foreclosure reserves are maintained to provide for an estimate of
the  losses  associated  with  delinquent  loans  and  loans   in
foreclosure  or bankruptcy in which the Partnership services  and
retains   certain   recourse  obligations.   The   reserves   are
established  based  on management's expectations  and  historical
loss experience.

As  part of its production operations, the Partnership is subject
to  certain repurchase and indemnification provisions through its
contractual  agreements  with the investors  to  which  it  sells
mortgage  loans.  These  provisions generally  provide  that  the
Partnership repurchase from the investor,  i) loans in which  the
borrower defaults on the first payment, ii) loans which have  not
been  insured  by  the  government in  a  timely  manner  or  are
uninsurable,  and  iii) mortgage loans in  which  an  origination
(i.e.,   underwriting)  defect  is  discovered.   The   investor,
however,  may  require the Partnership to indemnify them  against
future losses that might result rather than repurchase the  loan.
The  reserve is based on management's expectations and historical
loss experience.

Lines of Credit and Term Loan - The Partnership's lines of credit
consists  of working capital revolving lines of credit which  are
secured by mortgage loans held for sale, mortgage loans held  for
investment,  mortgage servicing rights, and  advances  receivable
and substantially all other assets of the Partnership not secured
by  other  debt.  The Partnership's term is secured  by  mortgage
servicing  and servicing receivables and substantially all  other
assets of the Partnership not secured by other debt.

Other  Assets and Liabilities - All other assets and  liabilities
not  described  above are stated at book value  which  management
believes  approximates estimated realizable values and  estimated
settlement  amounts.  In addition, in accordance with liquidation
basis   accounting,   a  liability  has  been   established   for
anticipated  operating expenses in excess of  operating  revenues
during the anticipated liquidation period.

Note 4.   Liquidation of Partnership

On  January  31, 1997, pursuant to the HBT Agreement (as  amended
and  restated)  the  Board of Directors of  the  General  Partner
determined that there was a substantial risk that an Adverse  Tax
Consequence  (as defined below) would occur within one  year  and
that  it  was  in the best interests of the Partnership  and  the
holders of beneficial interests in the Partnership (collectively,
"Unitholders") to sell or otherwise dispose of all of the  assets
of  the  Partnership and to liquidate the Partnership as soon  as
reasonably  practicable.  Pursuant to Section  8.10  of  the  HBT
Agreement,  in  the  event  that the General  Partner  reasonably
believes that within one year there is a substantial risk of  the
Partnership  being treated for federal income tax purposes  as  a
corporation (an "Adverse Tax Consequence") as a result of,  among
other  things,  a  reclassification  of  the  Partnership  as   a
corporation under the Revenue Act of 1987 (the " 1987  Act")  for
its  first  taxable year beginning after December 31,  1997,  the
General  Partner  may  take  certain actions  (described  further
below),  including the liquidation of the Partnership,  upon  not
less  than 30 days prior written notice to the Partners  and  the
Unitholders  unless,  prior to the taking  of  such  action,  the
Unitholders shall have voted against such action by a vote of  at
least  two-thirds  of all Limited Partnership  Interests  in  the
Partnership.  Affiliates of HBT and the General Partner  are  the
owners  of  approximately  85%  of  the  issued  and  outstanding
Preferred Units, and thus, no vote will be taken.
     
Under  existing  tax  law,  the  Partnership  is  treated  as   a
partnership and is not separately taxed on its earnings.  Rather,
income  (or  loss)  of  the  Partnership  is  allocated  to   the
Unitholders pursuant to the terms of the HBT Agreement (see  Note
1)  and  is  included  by  them in determining  their  individual
taxable  incomes, subject to certain special rules applicable  to
publicly  traded  partnerships.  By contrast,  a  corporation  is
subject to tax on its net income and any dividends or liquidating
distributions paid to stockholders are then subject to  a  second
tax  at  the  stockholder level.  Accordingly, under current  tax
law,  the  Partnership enjoys a tax advantage  over  a  similarly
situated entity which is taxed as a corporation.
     
The  1987 Act generally requires publicly traded partnerships  to
be  taxed  as corporations. However, under the 1987 Act  existing
partnerships, such as the Partnership, were allowed  to  continue
to be treated as partnerships for federal income tax purposes for
all taxable years commencing on or prior to December 31, 1997.

From  time  to time, legislation has been introduced in  Congress
that  would  have the effect of extending the December  31,  1997
grandfather   date   or  eliminating  altogether   the   relevant
provisions  of the 1987 Act.  Subsequent to the Partnership's 
decision on January 31, 1997, to liquidate, legislation passed as
part  of
the  Taxpayer  Relief  Bill  of 1997,  that  was  signed  by  the
President  on  August  5,  1997, that will  tax  publicly  traded
partnerships  3.5% of its gross income from operations  beginning
January  1,  1998.   This  provision was not  beneficial  to  the
Partnership for two reasons.  First, the legislation  was  passed
after  the  plan of liquidation was nearly complete and secondly,
the  cost of the 3.5% tax on gross income is a greater tax burden
that the tax cost of operating as a corporation.

Pursuant  to  Section  8.10  of the HBT  Agreement,  the  General
Partner  had  the  right to take one of several actions  when  it
believed  there  was  a  substantial risk  that  an  Adverse  Tax
Consequence  will  occur  within one  year.   For  instance,  the
General  Partner  had  the power to (a)  modify,  restructure  or
reorganize  the  Partnership as a corporation, a trust  or  other
type of legal entity, (b) liquidate the Partnership, (c) halt  or
limit trading in the Units or cause the Units to be delisted from
the NYSE, or (d) impose restrictions on the transfer of Units.

The  General Partner believed that the consolidation taking place
in  the  mortgage  banking industry made  it  difficult  for  the
Partnership to compete effectively with market participants  that
are  larger  and  more  readily  able  to  recognize  substantial
economies of scale in their operations than the Partnership.  
The General Partner believed that its competitive tax structure 
advantage of operating as a partnership would be eliminated beginning
January 1, 1998.  This belief was confirmed by the legislation that
was passed on August 5, 1997 that assessed a 3.5% tax on gross income
of publicly traded partnerships.  These  factors
weighed  in  favor  of  liquidating the Partnership  rather  than
attempting to continue the Partnership's business in its  present
or some other form.

Although no assurances can be given, the General Partner believes
that  substantially  all  of  the  Partnership's  assets  can  be
disposed of and liabilities can be settled in an orderly  fashion
by the end of 1997.

Disposition of Assets - See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Liquidation of
Assets"

Wind  Down of Operations - Upon completion of the disposition  of
the  Partnership's  assets  and settlement  of  liabilities,  the
Partnership will be required to wind down the operations  of  the
disposed  units  including, without limitation,  the  production,
servicing  and related general administration functions including
financial reporting and accounting.  Upon completion of the  wind
down  functions,  the Partnership will be required  to  terminate
employees  not  hired  by  the purchasers  of  the  Partnership's
business  units.  Towards this end, the Partnership has announced
and  provided  notice  of  termination (in  accordance  with  the
Worker's Adjustment and Retraining Notification Act, WARN) to all
employees  located  in  its  corporate  headquarters  located  in
Aurora, Colorado.  Accordingly, at June 30, 1997, the Partnership
has  provided  for anticipated severance costs  which  include  a
component  to  induce certain notified employees to remain  until
the  liquidation  is complete in order to ensure the  Partnership
meets all obligations to its investors and creditors.

Liquidating  Distribution - Once the assets  of  the  Partnership
have been sold and the Partnership's creditors have been paid  in
full,  or adequate provision for such payment has been made,  the
General  Partner  will cause the Partnership to  pay  liquidating
distributions to Unitholders upon the surrender of  their  Units.
While   the   exact   timing  and  nature  of   any   liquidating
distributions  cannot be precisely determined at this  time,  the
Partnership will not make any distributions prior to  the  fourth
quarter  of  1997.   However,  because  of  the  nature  of   the
Partnership's  business,  it  is possible  that  Unitholders  may
receive  a  portion  of their distributions in  the  form  of  an
interest  in  another entity, such as a liquidating  trust.   Any
such interests would not, in all likelihood, be transferable by a
Unitholder.

During  1997,  the Partnership may incur additional  expense  and
liabilities  associated with its liquidation, including,  without
limitation,  expenses incurred in connection with the disposition
of  its  business operations and its winding down.  In order  for
distributions to be made to the Unitholders at the end  of  1997,
the General Partner will have to make provision for the post-1997
liabilities of the Partnership, by means of a liquidating  trust,
an arrangement with another entity, or other procedure.  The post-
1997  liabilities represent obligations of the Partnership  which
will survive beyond December 31, 1997, such as indemnification or
repurchase  obligations  with  respect  to  mortgage  loans   and
servicing rights sold or to be sold in prior periods or  in  1997
or   indemnification   obligations  with  respect   to   business
operations sold or to be sold in 1997.  The actual amount of such
additional expenses to be incurred by the Partnership in 1997 may
be  different from those estimated and is dependent  in  part  on
factors beyond the Partnership's control, such as the timing  and
difficulty of the disposition of the Partnership's assets and the
winding-down  process.   In addition, the net  amount  ultimately
available   for  distribution  from  the  liquidated  Partnership
depends  on  many  unpredictable factors,  such  as  the  amounts
ultimately realized on the sale of the remaining assets, carrying
costs  of  the  assets prior to sale, collection of  receivables,
settlement  of claims and commitments, the amount of revenue  and
expenses of the Partnership until completely liquidated and other
uncertainties.

Federal Income Tax Consequences of Liquidation - Any taxable gain
or  loss recognized by the Partnership on the sale of its  assets
in  connection with the liquidation will be allocated  among  the
Partners  for  income  tax purposes in accordance  with  the  HBT
Agreement.  Assuming that a Partner's interest in the Partnership
is  liquidated  entirely for cash during 1997, then  the  Partner
will realize gain or loss to the extent that the cash received is
greater  or less than the Partner's adjusted income tax basis  in
his  or  her  partnership  interest,  and  the  Partner  will  be
permitted  to  claim any losses from the Partnership  which  were
previously  suspended  under  the  rules  regarding  losses  from
passive  activities.  Special rules would apply,  however,  if  a
Partner did not receive a full distribution in cash of his or her
interest in the Partnership during the year. After the payment of
or  provision for all debts, liabilities and obligations and  the
allocation  of  income  (loss),  liquidating  distributions   are
allocated  to  the General Partner and Preferred and Subordinated
Unitholders  in  accordance  with  and  in  proportion  to  their
respective  capital account balances as determined in  accordance
with the HBT Agreement.

Note 5.   Contingencies

On  March 18, 1997, HMCLP and certain other affiliates were  sued
in  Federal  Court  in  the Eastern District  of  Virginia  by  a
mortgage loan borrower alleging, on behalf of the borrower and on
behalf  of an alleged class of similarly situated borrowers  from
HMCLP  since March 17, 1996, that certain payments made by  HMCLP
to a mortgage broker in connection with the plaintiff's loan, and
loans  to members of the purported class, violated Section  8  of
RESPA.  The Partnership has received an offer to settle this suit
for an immaterial amount.


See  "Management's Discussion and Analysis of Financial Condition
and  Results of Operations" for a discussion of events subsequent
to June 30, 1997.

Item  2.    Management's  Discussion and  Analysis  of  Financial
Condition and Results    of Operations

All  statements contained herein, as well as statements  made  in
press  releases  and  oral statements that may  be  made  by  the
Partnership,  the  General Partner or by officers,  directors  or
employees  of  the  General Partner acting on  the  Partnership's
behalf,  that  are not statements of historical fact,  constitute
"forward-looking statements" within the meaning  of  the  Private
Securities  Litigation Reform Act of 1995.  Such  forward-looking
statements  involve  known and unknown risks,  uncertainties  and
other  factors  that  could  cause  the  actual  results  of  the
liquidation  or  operations of the Partnership to  be  materially
different  from  historical results or from  any  future  results
expressed  or implied by such forward-looking statements.   Among
the  factors  that  could materially affect such  forward-looking
statements are the following:  market conditions in the  mortgage
banking  industry, prevailing interest rates, the realization  of
contingent  payments owing to the Partnership, the  Partnership's
ability  to  dispose of its remaining assets at expected  prices,
the  settlement  of and provision for contingent liabilities  and
claims,  the  length of time required to complete the disposition
of the Partnerships assets and the Partnership's liquidation, the
actual  costs  incurred in the liquidation, general business  and
economic conditions and other risk factors described from time to
time  in  the  Company's reports filed with  the  Securities  and
Exchange  Commission  ("SEC").  All  cautionary  statements  made
herein  should be read as being applicable to all forward-looking
statements  by  or  on  behalf of the Partnership  wherever  they
appear, including, but not limited to, all subsequent written and
oral forward-looking statements.

The  following  is management's discussion and  analysis  of  the
financial condition and results of operations of the Partnership.
The  discussion  and analysis should be read in conjunction  with
the financial statements included herein.

The  decrease in the Partnership's net assets in liquidation from
approximately $57.6 million (or $1.40 per Unit) at March 31, 1997
to  approximately $47.3 million (or $1.15 per Unit)  at  June  30,
1997  is  attributable to the following:  i) an increase  in  the
Partnership's  foreclosure  and  repurchase  and  indemnification
reserves  of  approximately $4.7 million, ii) a decrease  in  the
estimated  net  realizable  value of the  Partnership's  mortgage
servicing  rights of approximately $3.0 million (based on  actual
realized  sales  that occurred in April and July  1997),  iii)  a
decrease   in   the  estimated  net  realizable  value   of   the
Partnership's fixed assets of approximately $.3 million (based on
actual  realized  sales that occurred in July  1997  and  updated
market  information),  and iv) an increase in  the  Partnership's
estimate  of  future  liquidation  costs  of  approximately  $2.0
million.

The   higher   foreclosure  and  repurchase  and  indemnification
reserves  reflect i) the occurrence of foreclosure  losses  at  a
higher rate than previously forecast and a corresponding increase
in  the  Partnership's estimate of future foreclosure losses  and
ii) the assertion against the Partnership of a greater volume  of
repurchase  claims than previously forecast and  a  corresponding
increase  in  the Partnership's estimate of such  claims  in  the
future.    Additional facts that
become  known  during  the anticipated liquidation  period  could
increase or decrease the reserve recorded at June 30, 1997.

The  increase in the Partnership's estimate of future liquidation
costs  of  approximately  $2.0 million is  due  primarily  to  an
increase  in accruals for i) employee severance costs, ii)  legal
costs,  iii)  lease  cancellation costs, and  iv)  administrative
services costs related to the wind-down of the Partnership  through
the  end  of the fiscal year. 

The  Partnership  currently  estimates  that  the  amount  to  be
received  in  liquidation by its Preferred  Unitholders  will  be
approximately  $1.15  per  unit.  Such estimated  value  involves
known  and  unknown risks, uncertainties and other  factors  that
could cause the actual liquidation value of the Partnership to be
materially different from the estimated value.  Among the factors
that  could  materially  affect  such  estimated  value  are  the
following:  the realization of contingent payments owing  to  the
Partnership  (affected  by  market  conditions  in  the  mortgage
banking   industry   and   prevailing   interest   rates),    the
Partnership's  ability  to dispose of  its  remaining  assets  at
expected  prices, the settlement of and provision for  contingent
liabilities  and claims, including the Partnership's  foreclosure
reserve   and   reserve   for  indemnification   and   repurchase
obligations  with respect to mortgage loans and servicing  rights
sold, the length of time required to complete the disposition  of
the  Partnership's assets and the Partnership's liquidation,  the
actual  costs  incurred in the liquidation, general business  and
economic conditions and other risk factors described from time to
time  in  the  Company's reports filed with  the  Securities  and
Exchange Commission.

Recent Developments

Liquidation of Partnership and Subsequent Events
On  January  31, 1997, pursuant to the HBT Agreement (as  amended
and  restated)  the  Board of Directors of  the  General  Partner
determined that there was a substantial risk that an Adverse  Tax
Consequence  (as defined below) would occur within one  year  and
that  it  was  in the best interests of the Partnership  and  the
holders of beneficial interests in the Partnership (collectively,
"Unitholders") to sell or otherwise dispose of all of the  assets
of  the  Partnership and to liquidate the Partnership as soon  as
reasonably  practicable.  Pursuant to Section  8.10  of  the  HBT
Agreement,  in  the  event  that the General  Partner  reasonably
believes that within one year there is a substantial risk of  the
Partnership  being treated for federal income tax purposes  as  a
corporation (an "Adverse Tax Consequence") as a result of,  among
other  things,  a  reclassification  of  the  Partnership  as   a
corporation under the Revenue Act of 1987 (the " 1987  Act")  for
its  first  taxable year beginning after December 31,  1997,  the
General  Partner  may  take  certain actions  (described  further
below),  including the liquidation of the Partnership,  upon  not
less  than 30 days prior written notice to the Partners  and  the
Unitholders  unless,  prior to the taking  of  such  action,  the
Unitholders shall have voted against such action by a vote of  at
least  two-thirds  of all Limited Partnership  Interests  in  the
Partnership.  Affiliates of HBT and the General Partner  are  the
owners  of  approximately  85%  of  the  issued  and  outstanding
Preferred Units, and thus, no vote will be taken.
     
Liquidation of Assets

During  the  first  quarter of 1997, the  Partnership  began  the
process  of  liquidating  its  assets.  The  disposition  of  the
Partnership's  significant  assets can  be  summarized  into  the
following  categories:  i) wholesale production  operations,  ii)
retail  production  operations, iii) remaining servicing  assets,
iv) servicing operation, and v) other assets.

Wholesale Production Operations
On  March 31, 1997, the Partnership's subsidiary, HMCLP, sold its
wholesale loan production branch operations to CrossLand Mortgage
Corp.  ("CrossLand"), a subsidiary of First Security Corporation,
for  approximately $4 million in cash.  In addition,  HMCLP  will
receive  an  earnout  payment based on  the  aggregate  principal
amount of loans generated, between $1.5 billion and $4.0 billion,
from  the  transferred  facilities  during  the  thirteen  months
following  the closing date of March 31, 1997.  If the  aggregate
principal  amount of loans generated is less than  $1.5  billion,
the  Partnership  will  not  receive  an  earnout  payment.    If
CrossLand   maintains   the  same  volume   of   wholesale   loan
originations  as  HMCLP experienced in 1996  (approximately  $2.8
billion),  this  earnout payment would total  approximately  $3.3
million.   Management  has  established  a  receivable  for  this
estimated amount which is recorded as a component of other assets
in   the   accompanying  June  30,  1997  consolidated  financial
statements.   To  date,  the Partnership has  not  collected  any
amounts related to this receivable.  The purchase did not include
the wholesale mortgage loan pipeline being processed by HMCLP  at
the  time  of the sale.  These excluded loans were processed  and
closed   for  HMCLP's  account  by  CrossLand  pursuant   to   an
administrative services agreement between the parties.
     
Retail Production Operations
On  March  19,  1997, HMCLP sold a majority of  its  retail  loan
production branch operations to an unaffiliated third  party  for
an  amount approximately equal to the net book value of the fixed
assets owned by the retail branches. The purchase did not include
the retail mortgage loan pipeline being processed by HMCLP at the
time of the sale.  These excluded loans were processed and closed
for  HMCLP's account by the unaffiliated third party pursuant  to
an  administrative services agreement between the  parties.   The
remaining  retail branches were either closed or sold  subsequent
to March 31, 1997.

Servicing Assets
Effective April 30, 1997, the Partnership executed a purchase and
sale agreement with an unrelated third party for the sale of  the
Partnership's servicing rights related to non-recourse  FNMA  and
Freddie  Mac loans and GNMA loans with unpaid principal  balances
totaling  approximately  $1.5  billion.   The  transfer  of   the
servicing  responsibilities occurred in July 1997. Net  proceeds,
which were substantially collected in July and August 1997,  from
the  sale approximated $25.7 million and were used to reduce  the
Partnership's servicing facility.

Remaining Servicing Portfolio and Servicing Operation
As  of  June  30,  1997, the Partnership's   remaining  servicing
portfolio totaled approximately $1.2 billion.  Subsequent to June
30,  1997, the Partnership agreed to sell to an unrelated  third-
party  approximately  $1.1  billion of  its  remaining  servicing
portfolio   and   its  National  Servicing  Center   located   in
Scottsbluff,  Nebraska.   The  Partnership's  Servicing   Center,
including the operations, facilities, fixed assets and employees,
was  sold  along  with  the Partnership's GNMA  pool  buyout  and
reinstatement  unit, and its streamline refinance capability  and
certain   fixed   assets   located  in   Aurora,   Colorado   for
approximately $1.85 million. The carrying value of the servicing,
facilities  and  fixed assets is reflected at its net  realizable
value,  based  upon this sales transaction, in  the  accompanying
June 30, 1997 consolidated financial statements.

The  sale  of  $1.1  billion of servicing rights,  including  the
related  advance  receivables, was recognized by Harbourton  upon
the  execution of the Purchase and Sale Agreement;  however,  the
Partnership   anticipates   the   transfer   of   its   servicing
responsibilities will occur on or about September 1,  1997.   The
Partnership  expects to receive net proceeds,  after  transaction
and  transfer  costs, of approximately $18.4  million  from  this
sale.  Such proceeds will be used to reduce Harbourton's debt.

In connection with the sales of the National Servicing Center and
of  the $1.1 billion servicing portfolio, Harbourton entered into
an  Administrative  Services Agreement with a subsidiary  of  the
unaffiliated  third party pursuant to which the  subsidiary  will
perform, on a fee basis, certain services on Harbourton's behalf,
including  various  ongoing  servicing  and  loan  administration
functions.

The  Partnership  is currently negotiating with  an  unaffiliated
third  party to sell its remaining servicing portfolio  available
for  sale  with  unpaid principal balances totaling approximately
$70  million.   It is anticipated a Purchase and  Sale  Agreement
will  be  executed by September 30, 1997. The Partnership expects
to  sell  these assets for an amount that approximates their  net
book value at June 30, 1997.

Mortgage Loans Held for Investment
During  the first quarter of 1997, the Partnership sold a portion
of  its  mortgage  loans held for investment  portfolio  totaling
approximately  $3.0  million  to an  unrelated  third  party  for
approximately  $2.8 million.  An unrealized loss of approximately
$0.2   million  was  provided  for  in  the  December  31,   1996
consolidated financial statements and realized during  the  first
quarter of 1997.

Subsequent  to June 30, 1997, the Partnership sold a  portion  of
its   mortgage  loans  held  for  investment  portfolio  totaling
approximately  $3.3  million  to an  unrelated  third  party  for
approximately   $3.1  million.   It  is  anticipated   that   any
additional  mortgage  loans  repurchased  during  1997  and   the
remaining  portfolio  will be marketed  and  sold  in  a  similar
fashion.  A reserve for anticipated future repurchase losses  has
been established at June 30, 1997 and is included in the repurchase
and indemnification reserve in the accompanying condensed consolidated
statement of net assets in liquidation.

CMO Bonds, Residual Interests, Investment Securities and SMATs
During  the first quarter of 1997, the Partnership sold  its  CMO
bond  and  residual interest portfolio, except for  certain  non-
economic  residual interests (with a book value of $0),  totaling
approximately  $1.2  million  to  unrelated  third  parties   for
approximately  $3.1 million.  An unrealized gain of approximately
$1.9  million was provided for, in accordance with SFAS No.  115,
in the December 31, 1996 consolidated financial statements.

During  the  second  quarter of 1997, the  Partnership  sold  its
remaining   portfolio  for  approximately  $0.7   million   which
approximated its net realizable value reflected in the March  31,
1997 consolidated financial statements.

Investment in Loans Repurchased from GNMA Pools
At April 30, 1997, the Partnership sold approximately $35 million
of  its  investment in loans repurchased from GNMA  pools  to  an
unrelated  third  party for an amount that approximated  its  net
book  value.   The Partnership is negotiating a sales transaction
with  an  unrelated  third party with respect  to  its  remaining
investment in loans repurchased from GNMA pools.  The Partnership
expects  to  sell  these assets for an amount  that  approximates
their net book value at June 30, 1997.

Other
The  Partnership  is currently in the process  of  marketing  its
remaining  assets (not discussed above) for sale.   In  addition,
the   Partnership  will  market  and  dispose  of  its  remaining
operating  receivables and operating payables which are reflected
at  their  current estimated liquidation amounts  and  settlement
amounts, respectively, in the accompanying consolidated statement
of  net  assets  in liquidation as of June 30,  1997.   Operating
receivables  (reflected  as  other  assets  in  the  accompanying
consolidated   financial  statements)   consists   primarily   of
production   operation   receivables,  mortgage   loan   interest
receivables,   trade  receivables,  and  prepaid  assets   (e.g.,
insurance   and   maintenance  contracts).   Operating   payables
(reflected  as  accounts  payable and other  liabilities  in  the
accompanying   consolidated   financial   statements)    consists
primarily of production operation payables, interest payables  on
lines  of  credit  and  other debt, and  trade  payables  and  an
estimate  of  operating expenses in excess of operating  revenues
expected to be incurred through liquidation.  The actual  amounts
realized from the sale of the Partnership's assets and the actual
settlement  amounts  of  the Partnership's remaining  liabilities
could differ materially from their current carrying values.

Reduction in Borrowing Facilities

On  July  31, 1997, the Partnership reduced its credit facilities
to  a  $10 million revolving servicing facility and a $15 million
working  capital  line  of  credit.  The Partnership's  revolving
committed warehouse facility was terminated.

Resignation of Officers

Mr.   Rick   Skogg  (President  and  Chief  Operating   Officer),
Mr.  Paul  Szymanski (Executive Vice President,  Chief  Financial
Officer  and  Secretary),  and Mr. Lee Trautman  (Executive  Vice
President),   have  resigned  and  accepted  positions   with   a
subsidiary  of  the unaffiliated third party that  purchased  the
servicing  rights  and the National Servicing Center  located  in
Scottsbluff, Nebraska subsequent to June 30, 1997.  Mr. Skogg has
also resigned as a director of Harbourton.

                   PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

On  March 18, 1997, HMCLP and certain other affiliates were  sued
in  Federal  Court  in  the Eastern District  of  Virginia  by  a
mortgage loan borrower alleging, on behalf of the borrower and on
behalf  of an alleged class of similarly situated borrowers  from
HMCLP  since March 17, 1996, that certain payments made by  HMCLP
to a mortgage broker in connection with the plaintiff's loan, and
loans  to members of the purported class, violated Section  8  of
RESPA. The Partnership has received an offer to settle this  suit
for an immaterial amount.

Item 2.   Changes in Securities

None.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Submission of Matters to a Vote of Security Holders

None.

Item 5.   Other Information

None.

Item 6.   Exhibits and Reports on Form 8-K

a.  Exhibits:

           1)   Purchase  and  Sale Agreement between  Harbourton
Mortgage  Co.,  L.P. and        GMAC Mortgage  Corporation  dated
April 30, 1997


b.  Reports on Form 8-K:

          Not Applicable

                           SIGNATURES
                                
Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.
                 HARBOURTON MORTGAGE CO., L.P.

                     By:   Harbourton  Mortgage Corporation,  its
General Partner


Signatures            Title                        Date
                                                   
s/ Jack W. Schakett   Chief Executive Officer and  August     14,
                      Director of                  1997
Jack W. Schakett      the     General     Partner  
                      (Principal        Executive
                      Officer)
                                                   
s/ Brent F. Dupes     Executive Vice President     August     14,
                                                   1997
Brent F. Dupes                                     
                                                   
s/ Bill L. Reid III   Chief Accounting Officer     August     14,
                                                   1997
Bill L. Reid III                                   











                   PURCHASE AND SALE AGREEMENT
                                
                             between
                                
                 HARBOURTON MORTGAGE CO., L. P.
                                
                            "Seller"
                                
                                
                               and
                                
                                
                    GMAC MORTGAGE CORPORATION
                                
                           "Purchaser"
                                
                                
                           dated as of
                                
                                
                         April 30, 1997
                                
                                
                                


                        TABLE OF CONTENTS
                                

                            ARTICLE I
                           Definitions
                                
   Section                                                 Page
Definitions                                               1
                                
                           ARTICLE II
                 Sale and Transfer of Servicing
                                
2.1    Items to be Sold                                   8
2.2    Physical Transfer Date                             8
2.3    Obligations of Seller                              9
2.4    Obligations of Purchaser                          9
2.5    Purchase Price and Terms of Payment                9
2.6    Computation; Adjustment                           11
2.7    Transfer of Escrow Deposits                       12
2.8    Update of Schedules and Exhibits                  13
                                
                           ARTICLE III
        General Representations and Warranties of Seller
                                
3.1    Due Organization and Good Standing                14
3.2    Authority and Capacity                            14
3.3    Effective Agreement                               14
3.4    Compliance with Applicable Requirements           15
3.5    Title to the Servicing and Related Escrow Accounts15
3.6    Litigation; Compliance with Laws                  15
3.7    Statements Made                                   16
3.8    No Accrued Liabilities                            16
3.9    Errors and Omissions and Fidelity Bond            16
3.10   No Adverse Selection                              16
3.11   Non-Recourse Servicing                            16
3.12   Approved Seller/Servicer                          16
                           ARTICLE IV
    Representations and Warranties Relating to Mortgage Loans
                                
Section
Page

4.1    Information                                       17
4.2    Origination and Sale of Mortgage Loans            17
4.3    Enforceability                                    17
4.4    General Servicing of Mortgage Loans               17
4.5    Escrow Accounts                                   18
4.6    No Modifications                                  18
4.7    Mortgage Insurance                                19
4.8    Hazard Insurance                                  19
4.9    Condition of Mortgaged Property; Casualties       19
4.10   Lien Priority; Title Insurance                    20
4.11   Condemnation; Forfeiture                          20
4.12   Custodial Files                                   20
4.13   FHLMC Notes                                       21
4.14   Exception Loans                                   21
4.15   Investor Repurchase and Indemnification...... ....21
4.16   Fraud                                             21

                            ARTICLE V
           Representations and Warranties of Purchaser
                                
5.1    Due Incorporation and Good Standing              22
5.2    Authority and Capacity                            22
5.3    Effective Agreement                               22
5.4    Approved Seller/Servicer                          22

                           ARTICLE VI
                       Investor Approvals
                                
6.1    Seller's Obligations                              23
6.2    Purchaser's Obligations                           23
                           ARTICLE VII
        Conditions Precedent to Obligations of Purchaser
                                
Section
Page

7.1    FNMA/FHLMC/GNMA Approvals                         24
7.2    Certifications                                    24
7.3    Representations                                   24
7.4    Compliance with this Agreement                    25
7.5    Interest Paid                                     25
7.6    Additional Documentation                          25
7.7    Documentation and Files; Compliance               25
7.8    Corporate Resolution                              26
7.9    Opinion                                           26
7.10   UCC Search Results                                26
7.11   Material Adverse Change                           26
7.12   Hart-Scott-Rodino                                 27
7.13   Limited Power of Attorney                         27
7.14   Guaranty                                          27
7.15   Officer's Certificate                             27
7.16   Non-satisfaction of Condition                     27

                          ARTICLE VIII
          Conditions Precedent to Obligations of Seller
                                
8.1    FNMA/FHLMC/GNMA Approvals                         28
8.2    Representations                                   28
8.3    Compliance with this Agreement                    28
8.4    Additional Documentation                          28
8.5    Corporate Resolution                              29
8.6    Opinion                                           29
8.7    Hart-Scott-Rodino                                 29
8.8    Non-satisfaction of Condition                     29

                           ARTICLE IX
                            Covenants
                                
9.1    Mutual Cooperation                                30
9.2    Assignments                                       30
9.3    Transfer Costs                                    30
9.4    Tax Service
Contracts........................................................
 ........                                                 31
9.5    Form 1099, Form 1098 - Seller's Obligation        31
9.6    Form 1099, Form 1098 - Purchaser's Obligation     31
9.7    Reimbursement of Costs and Expenses               31
Section
Page

9.8    Payment of Interest                               31
9.9    Post-transfer Payments                            32
9.10   Retention of Documents; Post-transfer Support     32
9.11   FHLMC Quality Control Program                     32

                            ARTICLE X
                         Indemnification
                                
10.1   Indemnification by Seller                         33
10.2   Repurchase/Purchaser's Remedies                   34
10.3   Indemnification by Purchaser                      36
10.4   Limitation of Liability                           36

                           ARTICLE XI
                          Miscellaneous
                                
11.1   Costs and Expenses                                38
11.2   Confidentiality of Information                    38
11.3   Broker's Fees                                     38
11.4   No Solicitation                                   39
11.5   Survival                                          39
11.6   Notices                                           39
11.7   Applicable Law                                    41
11.8   Entire Agreement                                  41
11.9   Modification                                      41
11.10  Third Party Beneficiaries                         41
11.11  Construction                                      41
11.12  Captions                                          42
11.13  Counterparts                                      42
11.14  Attorneys' Fees                                   42
11.15  Binding Effect                                    42
11.16  Assignment                                        42
11.17  Public Announcement                               43

LIST OF SCHEDULES AND EXHIBITS                           45



                  PURCHASE AND SALE AGREEMENT

      PURCHASE AND SALE AGREEMENT dated as of April 30, 1997  by
and  between  Harbourton  Mortgage  Co.,  L.  P.  ("Seller"),  a
Delaware  limited partnership with its principal office  located
at  2530 So. Parker Road, 5th Floor, Aurora, Colorado 80014, and
GMAC   Mortgage   Corporation  ("Purchaser"),   a   Pennsylvania
corporation  with  its principal office located  at  100  Witmer
Road, Horsham, Pennsylvania 19044-0963.

                            Recitals

      1.   Seller is the servicer of certain Mortgage Loan Pools
(collectively the "Pools") and certain Whole Loans  (the  "Whole
Loans") identified on the schedule attached hereto as Exhibit A,
having   an   aggregate   outstanding   principal   balance   of
approximately  $1.5 billion as of December 31, 1996.  The  Pools
are  backed by, and the Whole Loans represent, residential  (1-4
family)   mortgage  loans  (the  "Mortgage  Loans")  originated,
purchased  and/or sold by the Seller pursuant  to  certain  pool
purchase  contracts and whole loan sale and servicing  contracts
(collectively    referred   to   hereinafter    as    "Servicing
Agreements"). Each Servicing Agreement requires the servicer  to
service  the  Mortgage  Loans pursuant to  the  regulations  and
guidelines   of  FNMA,  FHLMC  or  GNMA  (each,  an  "Investor,"
collectively, the "Investors").

      2.    Seller  desires  to sell and  Purchaser  desires  to
purchase  all right, title, and interest in and to the Servicing
in  accordance with the terms and conditions of this  Agreement,
subject to Investor approval.

      NOW,  THEREFORE, in consideration of the  mutual  promises
contained  herein and for other good and valuable  consideration
the  receipt  and sufficiency of which are hereby  acknowledged,
the parties hereto hereby agree as follows:

                           ARTICLE I

                          Definitions

All words or phrases defined in this Article I (except as herein
otherwise  expressly  provided or unless the  context  otherwise
requires)  shall, for the purposes of this Agreement,  have  the
respective meanings specified in this Article.

     1.1  Affiliate means, with respect to any party hereto, any
person  or entity which controls, is controlled by, or is  under
common control with, such party.

      1.2  Agreement means this Purchase and Sale Agreement  and
any  written  and  agreed to amendments or modifications  hereto
signed by both Seller and Purchaser.

      1.3   Ancillary Income means all income derived  from  the
Mortgage  Loans  other  than servicing fees,  including  without
limitation  late  charges and other incidental  fees  and  fees,
commissions or expense reimbursements relating to insurance.

      1.4   Applicable Requirements means, with respect to  each
and  every Mortgage Loan and each and every REO Property (a) all
applicable contractual obligations, including without limitation
those   contractual  obligations  contained  in  Mortgage   Loan
Documents,  in  the  Servicing Agreements,  or  in  policies  of
insurance  pertaining  to  any Mortgage  Loan  or  related  Real
Property, (b) all applicable federal, state and local legal  and
regulatory  requirements (including statutes, rules, regulations
and  ordinances), (c) all applicable requirements and guidelines
of  each  Investor  and  each governmental  agency,  government-
sponsored  entity, board, commission, instrumentality and  other
governmental  body  or  officer having  jurisdiction  (including
without  limitation FNMA, FHLMC, GNMA, FHA, FmHA, VA  and  their
respective  selling and/or servicing guides), (d) all applicable
requirements  and  guidelines of  PMI  companies,  and  (e)  all
applicable   judicial  and  administrative  judgments,   consent
decrees,  orders,  stipulations, awards, settlement  agreements,
writs and injunctions.

      1.5   Business Day or Day means any day of the week  other
than a Saturday, Sunday, or a legal holiday or a bank holiday in
the  Commonwealth of Pennsylvania, the State of Iowa, the  State
of Colorado or the State of Nebraska.

      1.6   Buydown  Loan means a Mortgage Loan as  to  which  a
specified  amount  of interest is paid out of a  related  Escrow
Account in accordance with a related buydown agreement.

      1.7   Certification Cutoff Date means November  30,  1997,
subject to extension by Purchaser in its sole discretion and  on
a pool-by-pool basis.

      1.8  Class A Deduction Loan means a Mortgage Loan which is
three  (3) payments or more past due, but not in bankruptcy,  in
litigation,  in  foreclosure or REO status, as those  terms  are
defined in Section 1.13.

      1.9  Class B Deduction Loan means a Mortgage Loan which is
in  bankruptcy, in litigation, or in foreclosure or REO  status,
as those terms are defined in Section 1.13.

      1.10  Custodial File means the documents required  by  the
applicable  Investor  under  the  Servicing  Agreements  to   be
retained by a document custodian acceptable to Investor,  or  by
Investor.

      1.11  Custodian  means  Bank of Maryland,  or  such  other
document custodian as may be designated by Purchaser or  defined
by the Investor.

      1.12 Defect means a breach in any material respect of  any
representation or warranty herein contained with  respect  to  a
Mortgage  Loan  or  any failure by Seller  to  comply  with  any
covenant herein contained with respect to a Mortgage Loan  which
could  reasonably be expected to result in a loss or  damage  to
Purchaser  or  the  imposition of material additional  servicing
burdens with respect to such Mortgage Loan.

     1.13 Delinquent Loan means a Mortgage Loan which, if a FNMA
or  FHLMC Mortgage Loan is two (2) payments or more past due and
if a GNMA Mortgage Loan, is three payments or more past due, and
is  in  bankruptcy, in litigation, in foreclosure or REO status.
The  term  "in  bankruptcy" shall mean any non-current  Mortgage
Loan in respect of which the related Mortgagor has sought relief
under  or has otherwise been subjected to the federal bankruptcy
laws  or  any other similar laws of general application for  the
relief  of  debtors,  through  the  institution  of  appropriate
proceedings,  and  such  proceedings are continuing,  and  shall
continue  until the related Mortgaged Property is released  from
the  jurisdiction of the bankruptcy or other court in which  the
matter  is  pending,  regardless of whether such  proceeding  is
dismissed,  finally  concluded,  or  otherwise.   The  term  "in
foreclosure" shall mean, as to any Mortgage Loan, that the first
action  necessary  to  be  taken  to  commence  proceedings   in
foreclosure or a sale under power of sale under the law  of  the
state  wherein the Mortgage is to be enforced, has  been  taken,
and  such proceedings are continuing, or should have been  taken
in  accordance with applicable Investor standards.  The term "in
litigation"  shall  mean  a legal action  in  foreclosure  of  a
Mortgage Loan, or for a deficiency thereunder, in which the sale
of  the  Mortgaged Property in foreclosure (whether  by  action,
power  of sale, or otherwise) has been delayed by reason of  the
defense  of  such  action by the Mortgagor, or any  other  legal
action  commenced or pending which involves the  Mortgage  Loan.
The  term "REO status" shall mean the ownership of real property
as  a  result of foreclosure of a Mortgage or acquisition  of  a
deed  in  lieu  of  foreclosure  with  respect  to  a  Mortgaged
Property.

      1.14 Electronic Data File means test tape(s), sale tape(s)
and/or   transfer  tape(s)  containing  Mortgage   Loan   and/or
Servicing  information to be delivered to Purchaser  having  the
magnetic   format  and  substance  specified  in  the   Transfer
Instructions.

      1.15 Eligible Mortgage Loan means a Mortgage Loan which is
not a Delinquent Loan and which is not an Excluded Loan.

      1.16 Escrow Accounts means those accounts established  and
maintained  by  Seller with commercial banking  institutions  or
savings  and  loan  associations under  the  provisions  of  the
Servicing  Agreements  for  (i) the  deposit  and  retention  of
interest  and principal on account of the Mortgage  Loans;  (ii)
the   deposit  and  retention  of  all  collections  of   taxes,
assessments,  ground  rents, hazard and  mortgage  insurance  or
comparable  items  on account of the Mortgage Loans;  (iii)  the
deposit  and  retention  of buydown  funds  on  account  of  the
Mortgage  Loans,  and  all  other  escrow  or  similar  accounts
maintained by Seller with respect to the Mortgage Loans.

     1.17 Escrow Deposits means funds held in Escrow Accounts.

       1.18  Excluded  Loan  means  a  Mortgage  Loan  which  is
identified on Exhibit A-3 to the Agreement.


      1.19  FHA means the Federal Housing Administration of  the
Department of Housing and Urban Development of the United States
of America, or any successor thereto.

     1.20 FHLMC means the Federal Home Loan Mortgage Corporation
and any successor or assignee thereof.

     1.21 FmHA means the Farmers Home Administration, the United
States  of America acting through Rural Housing Service  or  its
successor, the U.S. Department of Agriculture, or any  successor
thereto.

      1.22  FNMA means the Federal National Mortgage Association
and any successor or assignee thereof.

       1.23   GNMA   means  the  Government  National   Mortgage
Association and any successor or assignee thereof.

     1.24 GNMA Purchase Price Percentage means 2.20 percent.

      1.25       Guarantor means Harbourton Holdings, L.  P.,  a
Delaware limited partnership.

      1.26 Interest Rate means the average thirty (30) day  rate
for  high  grade commercial paper (unsecured notes sold  through
dealers  by major corporations) as published daily in  the  Wall
Street Journal.

      1.27  Interim Period means the period commencing with  the
Sale  Date and continuing through and until the Transfer  Cutoff
Date.

     1.28 Investor(s) means FNMA, FHLMC and/or GNMA, as the case
may be.

        1.29     Investor Approval Date means the effective date
on which Purchaser will be recognized by the Investor as
Seller/Servicer or Issuer/Servicer, as applicable, with respect
to the related Mortgage Loans.  Except for Subserviced Loans,
the Investor Approval Date will be the applicable Physical
Transfer Date.

      1.30 Knowledge of Seller means the actual knowledge of the
senior  management of Seller, including without limitation,  the
senior  servicing officer of Seller, at or prior to the date  of
this Agreement.

      1.31 Mortgage means a valid and enforceable Mortgage, Deed
of  Trust,  or other security instrument creating a  first  lien
upon  described  real  property  improved  by  a  single  family
dwelling which secures a Mortgage Note.

      1.32  Mortgage  Loan means an individual residential  (1-4
family)  mortgage  loan which is the subject  of  the  Servicing
Agreements  and  this Agreement, as identified in  the  schedule
attached hereto as Exhibit A.

      1.33 Mortgage Loan Documents means all documents specified
in  the  Servicing Agreement pertaining to a particular Mortgage
Loan.

      1.34  Mortgage  Loan  File  means  those  origination  and
servicing  documents,  escrow  documents,  and  other  documents
specified  in  Exhibit  B  to this Agreement  other  than  those
documents  listed  on  Exhibit B, the  originals  of  which  are
included in the Custodial File.

      1.35 Mortgage Note means a written promise to pay a sum of
money at a stated interest rate during a specified term that  is
secured by a Mortgage Loan.

      1.36  Mortgaged  Property means  real  property  which  is
subject  to  a  lien created by a Mortgage as security  for  the
related Mortgage Loan.

     1.37 Mortgagor means the obligor on a Mortgage Note.

     1.38 P & I means principal and interest.

      1.39  Physical  Transfer  Date means  the  date  on  which
Purchaser  assumes  physical  servicing  (or  subservicing,   as
applicable) of the Mortgage Loans and will be June 2,  1997  for
FNMA  Mortgage Loans, June 3, 1997 for GNMA Mortgage Loans,  and
June 16, 1997 for FHLMC Mortgage Loans.

      1.40  PMI means any applicable carrier of private mortgage
insurance.

      1.41  Pool  or  Pools means any pool(s) of Mortgage  Loans
identified on the Summary of Pools attached hereto as Exhibit C.

      1.42 Purchase Price Percentage means 1.78 percent, of  the
aggregate  unpaid  principal balance of  all  Eligible  Mortgage
Loans on the Sale Cutoff Date.

      1.43  REO Property means, with respect to a Mortgage  Loan
the  real property to which Purchaser has taken ownership  as  a
result  of foreclosure of a Mortgage or acceptance of a deed  in
lieu of foreclosure with respect to a Mortgaged Property.

      1.44 Repurchase Interest Expense means interest calculated
with  respect to the Repurchase Price for a Mortgage Loan,  such
interest  to be calculated at the Interest Rate plus  200  basis
points  for  the  period commencing with Purchaser's  repurchase
date  and  continuing until the earlier of  liquidation  of  the
repurchased  Mortgage  Loan  or  Seller's  repurchase  of   such
Mortgage Loan.

      1.45  Repurchase Price means with reference to a  Mortgage
Loan,  the sum of (a) all funds necessary to remove the Mortgage
Loan  from a Pool, repurchase the Mortgage Loan or REO Property,
as  applicable, from an Investor, or satisfy an Investor's make-
whole  request,  as may be the case, including interest  thereon
calculated at the Mortgage Note rate through the last day of the
month  of  repurchase (to the extent required by the  Investor),
and  to  cover any and all reasonable, out-of-pocket costs,  and
expenses  of  Purchaser incurred with respect to  such  Mortgage
Loan,  including  but not limited to reasonable attorneys'  fees
and  costs, (b) the product of the Purchase Price Percentage and
the  then-outstanding unpaid principal balance of such  Mortgage
Loan,  (c)  an administrative fee in the amount of Five  Hundred
Dollars ($500.00) and (d) to the extent that Purchaser fails  to
repurchase  a  Mortgage Loan or REO Property as  required  under
Section 10.2 of this Agreement, Repurchase Interest Expense.

     1.46 Sale Date means April 30, 1997.

     1.47 Sale Cutoff Date means the end of business on the Sale
Date.

      1.48 Servicing Agreement means a pool purchase contract or
whole  loan  sale  and servicing contract pursuant  to  which  a
Mortgage Loan was originated, purchased, sold and/or serviced by
the Seller for the benefit of an Investor.

      1.49  Servicing Right or Servicing means the right, title,
and  interest in and to the servicing of the Mortgage Loans  and
the maintenance and servicing of the Escrow Accounts, along with
the  right to receive the servicing fee income and any  and  all
Ancillary Income arising from or connected to any Mortgage Loan.

       1.50  Significant  Underwriting  Deficiency  shall,  with
respect to a FNMA Mortgage Loan, have the meaning assigned to it
in  the  FNMA  Selling/Servicing Guides, as amended,  and,  with
respect  to FHLMC Mortgage Loan, shall mean that a FHLMC quality
control  feedback  letter has been issued with  respect  to  the
eligibility of such Mortgage Loan for sale to FHLMC which  would
require   either   repurchase   of   the   Mortgage   Loan    or
indemnification  of  the  Investor in  the  event  of  a  future
default.

      1.51 Subserviced Loan means a Mortgage Loan included in  a
Pool identified on Schedule 1.51 hereof.

        1.52     Subservicing Period means, with respect to a
Subserviced Loan, the period commencing with the Physical
Transfer Date and continuing through and until the applicable
Investor Approval Date.

     1.53 T & I means taxes and insurance.

      1.54 Transfer Cutoff Date means the end of business on the
Business Day immediately preceding the Physical Transfer Date.


       1.55  Transfer  Instructions  means  the  loan  servicing
transfer instructions attached as Exhibit D hereto.

      1.56  VA  means the Veterans Administration of the  United
States of America, or any successor thereto.

     1.57 VA No-Bid Instruction means an instruction given by VA
to  the  effect that VA will not accept conveyance  of  the  REO
Property related to the foreclosure of a Mortgage Loan.


                           ARTICLE II

                 Sale and Transfer of Servicing


     2.1  Items to be Sold.

      Subject  to,  and  upon the terms and conditions  of  this
Agreement,   Seller  shall,  as  hereinafter   provided,   sell,
transfer, assign and deliver to Purchaser, as of the Sale  Date,
all  of Seller's beneficial right, title and interest in and to,
including  all economic benefit derived from, (a) the  Servicing
Rights,  and  (b) the Escrow Accounts, provided,  however,  that
until  the  Investor Approval Date, Seller shall  retain  record
title  in  and to the Servicing and shall remain as the Servicer
of  record with the related Investor, and fully subject to  such
Investor's   rights  and  requirements  with  respect   to   the
Servicing.


     2.2  Physical Transfer Date.

       (a)   With  respect  to  Mortgage  Loans  which  are  not
Subserviced Mortgage Loans, the Physical Transfer Date  will  be
the  date  on which all of Seller's remaining right, title,  and
interest  in  and  to the related Servicing  Rights  and  Escrow
Accounts,  including  without limitation record  title  and  the
obligation  to service the Mortgage Loans, shall be  transferred
to Purchaser.

      (b)   With  respect  to Subserviced  Loans,  the  Physical
Transfer  Date  will  be  the date  on  which  all  of  Seller's
beneficial  right,  title, and interest in and  to  the  related
Servicing  Rights  and Escrow Accounts shall be  transferred  to
Purchaser,  provided, however, that notwithstanding anything  to
the contrary contained herein, until the Investor Approval Date,
Seller  shall  retain  record  title  in  and  to  the   related
Servicing Rights and shall remain as Servicer of record with the
Investor,  and  fully  subject to  such  Investor's  rights  and
requirements  with  respect  to the  Servicing.   Purchaser  and
Seller acknowledge that Purchaser will be identified to GNMA  as
the  subservicer  of the Pools related to the Subserviced  Loans
effective  as  of the Physical Transfer Date.  On  the  Investor
Approval Date, all of Seller's right title and interest  in  and
to  the  Servicing  Rights and Escrow Accounts  related  to  the
Subserviced Loans, including without limitation record title and
the  obligation  to  service  the Subserviced  Loans,  shall  be
transferred to Purchaser.

      (c)  The transfer will be conducted in accordance with the
Transfer  Instructions.  Except  as  provided  herein,  on  each
Physical   Transfer  Date,  Seller  shall  cease  all  servicing
responsibilities with regard to the related Mortgage  Loans  and
shall   sever   its   mortgage  servicing   relationships   with
Mortgagors.



     2.3  Obligations of Seller.

     Seller covenants and agrees, from the Sale Date through the
Transfer Cutoff Date, that:

     (a)    Seller   shall  pay,  perform  and   discharge   all
     liabilities  and obligations relating to ownership  of  the
     Servicing  Rights  pursuant to Applicable Requirements  and
     all  the rights, obligations and duties with respect to the
     Escrow  Accounts until the transfer of such  items  on  the
     Physical Transfer Date; and

     (b)   Seller  shall continue to service the Mortgage  Loans
     during  the  Interim Period in accordance  with  Applicable
     Requirements,   and   pursuant  to  an  Interim   Servicing
     Agreement  between  Purchaser  and  Seller,  in  the   form
     attached as Exhibit E hereto; and
     
     (c)    Seller   shall  provide  Purchaser  with  reasonably
     requested  information concerning GNMA Mortgage Loans.   As
     directed  by  Purchaser with respect  to  Delinquent  Loans
     specified  by Purchaser, Seller will exercise  all  of  its
     rights to repurchase certain GNMA Mortgage Loans which  are
     Delinquent  Loans.   Purchaser  will  be  responsible   for
     funding the repurchase price for such GNMA Mortgage  Loans,
     to  be determined with reference to Applicable Requirements
     and  remitted  at least one (1) Business Day prior  to  the
     applicable  GNMA remittance date.  Seller will  assign  and
     transfer  such  repurchased Mortgage Loans (a  "Repurchased
     GNMA  Mortgage Loan") to Purchaser on the Investor Approval
     Date.

     (d)   During  the Subservicing Period, Seller will  perform
     its  remaining  obligations as servicer of the  Subserviced
     Loans   pursuant  to  Applicable  Requirements   and   will
     cooperate   reasonably   with  Purchaser    to   facilitate
     Purchaser's  performance  of its  subservicing  obligations
     pursuant  to  Section 2.4.  Such cooperation  will  include
     appointment  of certain employees of Purchaser as  officers
     of  Seller  for  the limited purpose of performing  certain
     necessary   and  delegable  Investor  reporting   functions
     including without limitation Investor remittance.


     2.4  Obligations of Purchaser.

       Purchaser  covenants  and  agrees  that  Purchaser  shall
subservice the Subserviced Loans on behalf of Seller during  the
Subservicing  Period in accordance with Applicable Requirements,
and  pursuant to a Subservicing Agreement between Purchaser  and
Seller, in the form attached as Exhibit F.


     2.5  Purchase Price and Terms of Payment.

     (a)  The Purchase Price shall be calculated as follows:

                (1)  The Purchase Price shall be calculated  for
          the  Mortgage Loans shown on Exhibit A by  multiplying
          the  unpaid principal balance of all Eligible Mortgage
          Loans,   as   of   the  Sale  Cutoff  Date,   by   the
          corresponding Purchase Price Percentage.

                (2)  The Purchase Price shall be reduced by $250
          for  Servicing  Rights related to each  Mortgage  Loan
          which  is  a  Class A Deduction Loan as  of  the  Sale
          Cutoff  Date and by $500 for Servicing Rights  related
          to  each  Mortgage Loan which is a Class  B  Deduction
          Loan as of the Sale Cutoff Date.

          (3)   No  Purchase Price shall be paid  for  Servicing
          Rights  related  to  Mortgage  Loans  which  are   not
          Eligible Mortgage Loans as of the Sale Cutoff Date.


     (b)  The Purchase Price shall be paid as follows:

               (1)  On the Sale Date, Purchaser shall pay Seller
          thirty  percent (30%) of the estimated Purchase  Price
          calculated  based upon Schedules updated as  of  March
          31, 1997, as provided in Section 2.8 hereof.

                (2)   Within five (5) Business Days  after  each
          Physical  Transfer  Date  and  upon  the  receipt   of
          substantially all Mortgage Loan Files, Purchaser shall
          pay  Seller  (A) sixty percent (60%) of  the  Purchase
          Price  for Servicing Rights related to Mortgage  Loans
          which  are not Subserviced Loans and (B) fifty percent
          (50%)  of  the  Purchase Price  for  Servicing  Rights
          related  to  Mortgage  Loans  which  are   Subserviced
          Loans.

               (3)  Upon the later of (A) thirty (30) days after
          each  Physical Transfer Date, (B) Purchaser's  receipt
          of  any  remaining  Mortgage Loan  Files  and  related
          documentation  pertaining to the Mortgage  Loans,  and
          (C)  verification  of the Purchase Price  computation,
          Purchaser shall pay to the Seller the balance  of  the
          actual Purchase Price for Servicing Rights related  to
          Mortgage Loans which are not Subserviced Loans.

               (4)  Upon the later of (A) thirty (30) days after
          the   applicable  Investor  Approval  Date   and   (B)
          Purchaser's  receipt  of any remaining  Mortgage  Loan
          Files  and  related  documentation pertaining  to  the
          Mortgage Loans,  Purchaser shall pay to the Seller the
          balance  of  the actual Purchase Price  for  Servicing
          Rights  related  to the applicable Subserviced  Loans,
          along with interest thereon calculated at the Interest
          Rate  for  the  period commencing  with  the  Physical
          Transfer  Date for such Subserviced Loans through  the
          applicable Investor Approval Date.

          (5)   The  portion  of the remaining  balance  of  the
          Purchase Price to be withheld by Purchaser pursuant to
          Sections  2.5(b)(3) and 2.5(b)(4)  shall  not  in  any
          event  exceed  the  greater  of  (A)  the  product  of
          $1,000.00  and  the  number of missing  or  materially
          incomplete  Mortgage Loan Files  or  (B)  the  sum  of
          $100,000.00.   Any such Purchase Price withheld  shall
          be  payable monthly and pro-rated based on the  number
          of  Mortgage  Loan  Files cleared  in  that  month  in
          relation  to the total number of missing or materially
          incomplete Mortgage Loan Files outstanding.

          (6)   In  the  event that the transaction contemplated
          hereby fails to be consummated for any reason set  out
          in  Article  VII or Article VIII of the Agreement,  as
          applicable,  (A)  Seller  shall  promptly  refund  all
          monies paid by Purchaser to Seller, including interest
          thereon  calculated  at  the Interest  Rate;  and  (B)
          Purchaser   shall  promptly  refund  to   Seller   any
          servicing fees collected by Purchaser with respect  to
          the   Mortgage  Loans,  including  without  limitation
          interest  thereon  calculated at  the  Interest  Rate.
          Notwithstanding such refunds, each party shall  retain
          all  additional remedies available to  it  under  this
          Agreement at law or in equity.

Unless  otherwise  agreed by the parties, all payments  required
hereunder  shall  be made by bank wire transfer  in  immediately
available funds.


     2.6  Computation; Adjustment.

     It is understood and agreed that:

                (a)   All wiring instructions and Purchase Price
          information  necessary  to  effect  payment   of   the
          Purchase  Price  shall be provided to the  appropriate
          party at least two Business Days prior to the date  of
          payment.

                (b)   If  the principal balance of  any  of  the
          Mortgage  Loans used in computing the payment  of  the
          Purchase  Price  shall  be  found  to  be  incorrectly
          computed,  the  Purchase Price shall be  promptly  and
          appropriately  adjusted and payment promptly  made  by
          the appropriate party.

          (c)   To  the  extent that Purchaser should reasonably
          determine   that  any  advance  made  by  Seller   and
          reimbursed  by  Purchaser  is  non-recoverable   under
          Applicable   Requirements,  Purchaser  shall   provide
          Seller  with  a notice of such determination  and  the
          basis   thereof,  whereupon  Seller  shall   reimburse
          Purchaser for such amounts within fifteen (15) days of
          receipt of Purchaser's notice.

                (d)  Not later than seventy-five (75) days after
          the Sale Date, Seller will reimburse Purchaser for the
          Purchase Price paid with respect to any Mortgage  Loan
          which  is  prepaid in full within the thirty (30)  day
          period following the Sale Date.





     2.7  Transfer of Escrow Deposits.

     (a)  On or before the fifth Business Day following each
Transfer Cutoff Date, Seller shall wire transfer to Purchaser
all related Escrow Deposits described at Section 1.16(i), (ii)
and (iii) (i.e.,  P & I,  T & I and Buydown accounts).  Such
transfer of funds shall be net of related P & I, T & I and
foreclosure and other servicing-related advances made by Seller
to the extent that (i) such advances have been made in
accordance with Applicable Requirements, and (ii) Seller
provides Purchaser with detail reasonably satisfactory to
support such advances in accordance with the Transfer
Instructions.

     (b)
          (1)  In the event that the scheduled remittance date
          for the applicable Investor (hereinafter, "Investor
          Remittance Date") occurs four (4) or more Business
          Days following the Transfer Cutoff Date, Seller shall,
          no later than the fifth Business Day following the
          related Transfer Cutoff Date, wire transfer to
          Purchaser all Escrow Deposits described in Section
          1.16 (i)  (i.e., P & I accounts).  Such transfer of
          funds shall be net of (A) documented P & I advances
          made by Seller, and (B) guaranty fees due Investor.
          Seller shall provide Purchaser with reasonably
          acceptable documentation supporting the transfer of
          funds.  Such documentation shall include a detailed
          accounting, according to related Physical Transfer
          Date trial balances, of Seller's P & I advances,
          guaranty fees and remittance funds due Investor with
          receipt of documentation at least five (5) Business
          Days prior to the scheduled remittance date.  Not less
          than one Business Day prior to each Investor
          Remittance Date, Purchaser shall wire transfer funds
          due the related Investor to Seller's Escrow Account,
          subject to timely receipt by Purchaser of such related
          documentation.

          (2)  In the event that the Investor Remittance Date
          occurs less than four (4) Business Days following the
          Transfer Cutoff Date, Seller shall, at least one (1)
          Business Day prior to such Investor Remittance Date,
          provide to Purchaser a satisfactory accounting of the
          related delinquent P & I payments netted against the
          related prepaid P & I payments.  The final position of
          the netting process will determine in each instance
          whether net funds are to be wire transferred from
          Purchaser to Seller, or from Seller to Purchaser.  The
          resulting wire transfer shall be made by the
          appropriate party no more than one Business Day
          following receipt by Purchaser of such accounting.
          
          (3)  Purchaser shall pay Seller interest for Mortgage
          Loans in FNMA MBS pools or GNMA securities that prepay
          in full during the Interim Period, with such interest
          paid at the Federal Funds Rate and will cover the
          period between the date Escrow Deposits are
          transferred to Purchaser and the date funds are
          returned to Seller for Investor remittance.
          
     (c)  In accordance with the Transfer Instructions, on or
before the third Business Day following each Transfer Cutoff
Date, Seller shall provide Purchaser with an itemized accounting
of uncollected fees related to Ancillary Income, provided that
such fees are deemed earned as collected.
          
      (d)   With  respect  to Mortgage Loans contained  in  GNMA
Internal Reserve Pools (as defined in the GNMA Guide), Purchaser
shall be obligated to reimburse Seller for prior advances of P &
I only to the extent that such advances exceed the one-month P &
I  advance required by GNMA to be reserved for any such Mortgage
Loan.


     2.8  Update of Schedules and Exhibits.

     On the Sale Date, Seller shall deliver to Purchaser addenda
to  all  Schedules  provided  for hereunder,  updated  based  on
information  dated  as  of  March 31,  1997.   Within  five  (5)
Business  Days following the Sale Date, Seller shall deliver  to
Purchaser an addendum to Exhibit A, updated as of the Sale Date.



                          ARTICLE III


        General Representations and Warranties of Seller


     As an inducement to Purchaser to enter into this Agreement,
Seller  represents and warrants as follows, as of the Sale  Date
and as of the Physical Transfer Date:


     3.1  Due Organization and Good Standing.

      Seller  is  a limited partnership duly organized,  validly
existing  and  in good standing under the laws of the  State  of
Delaware during the time of its activities with respect  to  the
Mortgage  Loans  and the Servicing.  To the extent  required  by
applicable  law,  Seller is properly licensed and  qualified  to
transact  business  in  all  appropriate  jurisdictions  and  to
conduct all activities performed with respect to the origination
and servicing of the Mortgage Loans.


     3.2  Authority and Capacity.

      Seller has all requisite power, authority and capacity  to
enter  into  this Agreement and the Interim Servicing  Agreement
and  to  perform  the obligations required of it  hereunder  and
thereunder.   The execution and delivery of this  Agreement  and
the  Interim  Servicing Agreement and the  consummation  of  the
transactions  contemplated hereby and thereby,  have  each  been
duly  and  validly  authorized by all  necessary  action.   This
Agreement constitutes the valid and legally binding agreement of
Seller  enforceable  in  accordance with its  respective  terms,
subject  to  bankruptcy laws and other similar laws  of  general
application  affecting rights of creditors and  subject  to  the
application  of the rules of equity, including those  respecting
the availability of specific performance.


     3.3  Effective Agreement.

      The  execution, delivery and performance of this Agreement
by Seller, its compliance with the terms hereof and consummation
of the transactions contemplated hereby (assuming receipt of the
various  consents required pursuant to this Agreement) will  not
violate,  conflict  with, result in a breach  of,  constitute  a
default  under,  be  prohibited by  or  require  any  additional
approval  under  its  partnership  agreement,  bylaws,  or   any
instrument or agreement to which it is a party or by which it is
bound  or  which  affects the Servicing (including  any  of  the
Servicing  Agreements), or any state or federal  law,  rule,  or
regulation  or  any  judicial or administrative  decree,  order,
ruling  or  regulation  applicable to it or  to  the  Servicing,
subject to obtaining the approval of the applicable Investor  to
the  transfer of the Servicing and the release of any lien  upon
the Servicing Rights by Seller's lender.


     3.4  Compliance with Applicable Requirements.

      Except  as  set  forth  in Schedule  4.12,  prior  to  the
applicable Physical Transfer Date,  Seller will have complied in
all respects with all Applicable Requirements or will have cured
any  such  non-compliance  to  bring  it  into  compliance  with
Applicable  Requirements in all respects. Seller  has  done  and
Seller  will do, no act or thing which may adversely affect  the
Servicing.  No event has occurred and is continuing which, under
the  provisions  of  such contracts or such other  documents  or
agreements but for the passage of time or the giving of  notice,
or  both,  would constitute an event of default thereunder,  and
Seller has not received any notice or other information from the
Investor that it has terminated the Servicing Agreements or that
it intends to do so.  All fees and expenses due and owing to any
Investor  under the Servicing Agreements have been  remitted  to
the Investor.


     3.5  Title to the Servicing and Related Escrow Accounts.

      Seller  is the lawful owner of the Servicing, is custodian
of  the Escrow Accounts and has the sole right and authority  to
transfer  the  Servicing as contemplated hereby.  The  transfer,
assignment  and  delivery of the Servicing  and  of  the  Escrow
Accounts  in  accordance with the terms and conditions  of  this
Agreement  shall vest in Purchaser all rights as servicer,  free
and  clear of any and all claims, charges, defenses, offsets and
encumbrances of any kind or nature whatsoever, including but not
limited  to  those of Seller.  Except as disclosed to  Purchaser
prior  to  the  Sale Date, neither the Mortgage  Loans  nor  the
Servicing  Rights  have been, and continue to be,  hypothecated,
assigned, or pledged as collateral by Seller for any loan or for
any other purpose.


     3.6  Litigation; Compliance with Laws.

      Except  as disclosed in Schedule 3.6 hereto, there  is  no
litigation, proceeding or governmental investigation pending, or
any   order,  injunction  or  decree  outstanding  which   might
materially  affect any of the Mortgage Loans or  the  Servicing.
Additionally, there is no litigation, proceeding or governmental
investigation existing or pending or to the Knowledge of  Seller
threatened,  or  any  order, injunction  or  decree  outstanding
against  or relating to Seller, or the Servicing, that  has  not
been  disclosed by Seller to Purchaser or its counsel in writing
prior  to  the execution of this Agreement, which could  have  a
material  adverse effect upon the Servicing or the other  assets
being purchased by Purchaser hereunder, nor does Seller know  of
any  basis  for any such litigation, proceeding, or governmental
investigation.   Seller  has not violated  any  applicable  law,
regulation, ordinance, order, injunction or decree, or any other
requirement  of  any  governmental  body  or  court,  which  may
materially affect any of the Mortgage Loans or the Servicing.


     3.7  Statements Made.

      No  representation, warranty or written statement made  by
Seller  in  this Agreement or in any exhibit, schedule,  written
statement  or  certificate furnished to Purchaser in  connection
with the transactions contemplated hereby by Seller contains  or
will contain any untrue statement of a material fact or omits to
state a material fact necessary to make the statements contained
herein or therein not misleading.


     3.8  No Accrued Liabilities.

      There are no accrued liabilities of Seller with respect to
the Mortgage Loans or the Servicing or circumstances under which
such  accrued  liabilities  will  arise  against  Purchaser   as
successor to the Servicing, with respect to occurrences prior to
the Physical Transfer Date.


     3.9  Errors and Omissions and Fidelity Bond.

     Seller has in full force and effect an errors and omissions
policy  or  policies  and  Fidelity Bond  with  respect  to  its
servicing  operations  and a blanket  bond  in  accordance  with
Investor requirements.


     3.10 No Adverse Selection.

       The  Seller  used  no  adverse  selection  procedures  in
selecting  the  Servicing Agreements.  Copies  of  each  of  the
Servicing Agreements have been previously furnished or  will  be
furnished to Purchaser prior to the execution of this Agreement,
accompanied by a transmittal letter so identifying them.


     3.11 Non-Recourse Servicing.

     Except with respect to GNMA Mortgage Loans and as disclosed
in  Schedule 3.11, the Servicing is without recourse  or  shared
risk to the servicer.


     3.12 Approved Seller/Servicer.

      Seller is an approved FNMA and FHLMC Seller/Servicer, GNMA
Issuer/Servicer, FmHA Servicer and VA and FHA mortgagee in  good
standing.

                           ARTICLE IV

   Representations and Warranties Relating to Mortgage Loans

      As  further  inducement to Purchaser to  enter  into  this
Agreement, Seller represents and warrants to Purchaser as of the
Sale Date and as of the Physical Transfer Date, with respect  to
each Mortgage Loan, as follows:

     4.1  Information.

      (a)  All information contained in each Mortgage Loan File,
and in any Electronic Data File, with regard to loan origination
and  servicing  activity contains all information  necessary  to
properly   service  the  Mortgage  Loans  in   accordance   with
Applicable  Requirements,  and  is  accurate  in  all   material
respects, and all monies received with respect to each  Mortgage
Loan have been properly accounted for and applied.  All Mortgage
Loan Files are complete in all material respects with regard  to
origination and servicing activity.

      (b)   The  amount of the unpaid balance for each  Mortgage
Loan  which is reflected on Exhibit A is true and correct as  of
the date of Exhibit A.


     4.2  Origination and Sale of Mortgage Loans.

      (a) Each Mortgage Loan has been originated and/or sold  in
accordance,   in   all   material  respects,   with   Applicable
Requirements, including without limitation, applicable state  or
federal  laws,  rules,  or regulations  pertaining  to  consumer
credit, truth-in-lending and usury.

      (b)   The  selling  and  origination  representations  and
warranties  made  by  Seller to Investors  under  the  Servicing
Agreements are true and correct in all material respects  as  of
the date made.


     4.3  Enforceability.

     Each Mortgage Note and each Mortgage has been duly executed
by  the  appropriate obligor and each is a valid and enforceable
document,   subject   only  to  applicable  antideficiency   and
bankruptcy  statutes and to application of the rules of  equity,
and  there are no defenses, setoffs or counterclaims against any
Mortgage Loan.


     4.4  General Servicing of Mortgage Loans.

      (a)   As  of  the Sale Date, each Mortgage Loan  has  been
serviced  in  accordance  with Applicable  Requirements  in  all
material respects.

      (b)  Except as set forth on Schedule 4.12, Seller has  not
taken  any action or failed to take any action which might cause
the  cancellation  of or otherwise affect any of  the  insurance
contracts  pertaining to Servicing of a Mortgage Loan (including
without  limitation PMI, FHA insurance or VA guaranty) or  which
might otherwise materially and adversely affect the Servicing.

     4.5  Escrow Accounts.

      (a)  All Escrow Accounts are maintained in accordance with
Applicable Requirements.  Except as to payments which  are  past
due  under  the  Mortgage  Loan,  all  Escrow  Account  balances
required  by the Mortgage Loan Documents and paid to Seller  for
the  account of the Mortgagor and Seller are on deposit  in  the
appropriate Escrow Accounts.

      (b)   All  payments for taxes, assessments, ground  rents,
mortgage insurance, hazard and flood insurance or other payments
made  from the T & I Escrow Account have been made on  a  timely
basis,  and Seller has paid to the Mortgagor interest on  Escrow
Accounts  only  to  the  extent  such  payment  is  required  by
Applicable Requirements. Seller shall have properly conducted an
escrow  analysis for each Mortgage Loan within the  twelve  (12)
month  period immediately preceding the Physical Transfer  Date.
All  books and records with respect to each Mortgage Loan  shall
be  in  good  condition and shall have been adjusted to  reflect
properly the results of the escrow analysis.

     (c)  With respect to any Mortgage Loan for which a negative
escrow  balance  in  excess  of Four Hundred  Dollars  ($400.00)
existed  as  of  the Sale Date, Seller has performed  an  escrow
analysis on such Mortgage Loan for the purpose of correcting the
negative  escrow  balance, and has adjusted the related  monthly
escrow payment on Seller's servicing system as a result of  such
analysis.

      (d)  Where applicable, Seller has notified each Mortgagor,
in  accordance with Applicable Requirements, as to  any  payment
adjustments  which  resulted from an  escrow  analysis.   Seller
shall  provide Purchaser with copies of any notices and analyses
prepared in accordance with subsection 4.5(b) above.

      (e)       Every Escrow Account established with respect to
a  Buydown  Loan  has  been  fully funded  by  Seller,  and  not
discounted to present value or otherwise.

     4.6  No Modifications.

      Except  with respect to partial releases, actions required
by  a  divorce  decree, assumptions, or as  otherwise  permitted
under  Applicable Requirements, (a) the terms of  each  Mortgage
Note and Mortgage have not been modified by Seller, (b) no party
thereto has been released in whole or in part by Seller and  (c)
no  part  of the Mortgaged Property has been released by Seller.
The  full original principal amount of each Mortgage Note listed
has been advanced to the Mortgagor.


     4.7  Mortgage Insurance.

      Except as disclosed in Schedule 4.12, as required  by  the
applicable  Investor, the Mortgage Loans are validly insured  by
mortgage  insurance, and all premiums or other  charges  due  in
connection with such insurance have been paid.


     4.8  Hazard Insurance.

     There is in force with respect to each Mortgaged Property a
hazard  insurance policy that provides, at a minimum,  for  fire
and  extended coverage in an amount which is the lesser  of  (i)
the  outstanding principal balance of the Mortgage Loan or  (ii)
the  full insurable value of improvements, but in no event  less
than  the  amount  required under Applicable  Requirements.   If
required  by  the  Flood Disaster Protection  Act  of  1973,  as
amended, or by the Investor, each Mortgaged Property is and will
be  covered  by a flood insurance policy in an amount  not  less
than the lesser of (i) the outstanding principal balance of  the
applicable  Mortgage  Loan,  or  (ii)  the  maximum  amount   of
insurance  that is available under the Flood Disaster Protection
Act of 1973, as amended.


     4.9  Condition of Mortgaged Property; Casualties.

      (a)  There exists no damage to any Mortgaged Property from
fire,   windstorm,  earthquake,  other  casualty,  environmental
hazard,  or  any  other circumstances or conditions  that  would
cause  any  Mortgage  Loan  to become  delinquent  or  otherwise
materially  and  adversely affect the value or marketability  of
such    Mortgage    Loan   or   related   Mortgaged    Property.
Notwithstanding  anything  to the  contrary  contained  in  this
Section,  to the extent that timely repairs are presently  being
undertaken utilizing casualty insurance proceeds pursuant to  an
insurance  claim  which  is  being  timely  processed  with  the
insurance company, such repairs shall not constitute a breach of
this  warranty provided, however, that upon completion  of  such
repairs, the collateral value of the repaired Mortgaged Property
shall not be diminished materially from its value prior to  such
casualty loss.

     (b)  There are (i) no uninsured casualty losses and (ii) no
insured casualty losses relating to any Mortgaged Property where
coinsurance  has been, or Seller has reason to believe  it  will
be,  claimed  by  the  insurance  company  or  where  the  loss,
exclusive of contents, is greater than the net recovery from the
fire  insurance carrier.  Casualty insurance proceeds paid  with
respect  to a Mortgage Loan have been used either to reduce  the
Mortgage  Loan balance or for the purpose of making  repairs  to
the  Mortgaged  Property.  Unless such insurance  proceeds  have
been  used to reduce the Mortgage Loan balance, all damage  with
respect  to which casualty insurance proceeds have been received
by  or  through Seller has been properly repaired or is  in  the
process of being repaired with such proceeds.


     4.10 Lien Priority; Title Insurance.

      As  required  by Applicable Requirements, a title  policy,
binding  title commitment or attorney's opinion as to title,  as
the  case may be, has been issued and is currently in effect for
each Mortgage Loan insuring that the related Mortgage is a valid
first  lien  on  the  Mortgaged  Property  which  has  not  been
modified, and that such Mortgaged Property is free and clear  of
all  encumbrances and liens having priority over the first  lien
of  the  Mortgage,  except for liens for real estate  taxes  and
special  assessments  not yet due and  payable  and  except  for
easements  and restrictions of record identified in  such  title
policy   and  such  other  matters  as  are  permissible   under
Applicable Requirements.


     4.11 Condemnation; Forfeiture.

      Except  as  disclosed  in Schedule  4.11  hereto,  to  the
Knowledge of Seller, no Mortgaged Property has been or  will  be
subject to an action seeking condemnation or forfeiture of  such
Mortgaged Property.


     4.12 Custodial Files.

      Except as disclosed in Schedule 4.12 hereto, the Custodial
Files for each Mortgage Loan will contain, upon transfer of  the
Servicing  Rights to Purchaser, all items required by applicable
Investor  regulations for the certification of  each  and  every
Pool,  and  each and every Pool will be in compliance  with  all
applicable  Investor  requirements and  guidelines.   Except  as
disclosed in Schedule 4.12 hereto, all Pools have been certified
in  accordance with, and the securities backed by such Pools are
issued  on  uniform  documents promulgated  in,  the  applicable
Investor  Guide  without any material deviation therefrom.   All
Pools  shall  be,  on  the  applicable Investor  Approval  Date,
finally   certified  in  accordance  with  applicable   Investor
requirements  and  procedures and Purchaser shall  be  under  no
obligation  to  accept Pools which have not been  so  certified.
All  Pools  shall  be,  when transferred  to  Purchaser  on  the
applicable  Investor Approval Date, as applicable, eligible  for
recertification by Custodian (except, in the case of GNMA  Pools
only,  for  the  preparation  and recording,  if  necessary,  of
appropriate  assignments of Mortgages from Seller  to  Purchaser
and  from Purchaser to GNMA), and Seller will be responsible for
cure  of  any  deficiencies necessary for recertification.   The
principal  balances outstanding and owing on the Mortgage  Loans
in  each  Pool equal or exceed the amounts owing to the security
holders of each Pool.  It is understood that any deficiencies in
the  Pool  certifications will be cured at  the  sole  cost  and
responsibility  of  the Seller and in the  time  frame  required
under applicable Investor guidelines for such cure.





     4.13      FHLMC Notes.

     Subject to Applicable Requirements, original FHLMC Mortgage
Notes are held by FHLMC.


     4.14 Exception Loans.

      Except  as disclosed in Schedule 4.14 hereto, no  Mortgage
Loan  is  a  VA  vendee loan, an FHA Section 235  loan,  an  FHA
Section  203(k)  loan, an FmHA loan or a GNMA "Targeted  Lending
Initiative" (reduced guaranty fee) loan.


     4.15 Investor Repurchase and Indemnification.

     Except as disclosed in Schedule 4.15 hereto, as of the Sale
Date,  no  Mortgage Loan is subject to (a) a pending request  or
initial inquiry relating to either repurchase or indemnification
by  an  Investor;  (b)  an  Investor indemnification  agreement,
and/or (c) an Investor determination of Significant Underwriting
Deficiency.


     4.16 Fraud.

      To  the  Knowledge  of Seller, as of  the  Sale  Date,  no
fraudulent    action,    error,   omission,   misrepresentation,
negligence,  or similar occurrence with respect  to  a  Mortgage
Loan  has  taken  place  on the part of  any  person,  including
without limitation the Mortgagor, any appraiser, any builder  or
developer or any other party involved in (a) the origination  of
the  Mortgage  Loan  or  (b) the application  of  any  insurance
proceeds with respect to a Mortgage Loan, Mortgaged Property  or
REO Property.

                           ARTICLE V

          Representations and Warranties of Purchaser

      As  an  inducement to Seller to enter into this Agreement,
Purchaser  represents and warrants as follows, as  of  the  Sale
Date, and as of the Physical Transfer Date:


     5.1  Due Incorporation and Good Standing.

     Purchaser is a corporation duly organized, validly existing
and  in  good  standing under the laws of  the  Commonwealth  of
Pennsylvania.   Purchaser is qualified to transact  business  in
each   jurisdiction  in  which  such  qualification  is   deemed
necessary.


     5.2  Authority and Capacity.

      Purchaser has all requisite corporate power, authority and
capacity  to enter into this Agreement and the Interim Servicing
Agreement  and  to  perform  the  obligations  required  of   it
hereunder  and thereunder.  The execution and delivery  of  this
Agreement   and   the  Interim  Servicing  Agreement   and   the
consummation  of  the  transactions  contemplated   hereby   and
thereby,  have  each  been duly and validly  authorized  by  all
necessary  corporate  action.  This  Agreement  constitutes  the
valid and legally binding agreement of the Purchaser enforceable
in  accordance  with its terms, subject to bankruptcy  laws  and
other  similar laws of general application affecting  rights  of
creditors and subject to the application of the rules of equity,
including   those  respecting  the  availability   of   specific
performance.


     5.3  Effective Agreement.

      The  execution, delivery and performance of this Agreement
by  Purchaser,  its  compliance with the terms  hereof  and  the
consummation  of the transactions contemplated hereby  will  not
violate,  conflict  with, result in a breach  of,  constitute  a
default  under,  be  prohibited by  or  require  any  additional
approval under its certificate of incorporation, bylaws, or  any
instrument or agreement to which it is a party or by which it is
bound  or  which affects the Servicing, or any state or  federal
law,  rule  or  regulation  or  any judicial  or  administrative
decree, order, ruling or regulation applicable to it or  to  the
Servicing, subject to obtaining the necessary Investor  approval
to the transfer of the Servicing.


     5.4  Approved Seller/Servicer.

      Purchaser  is  an approved FNMA and FHLMC Seller/Servicer,
GNMA Issuer/Servicer, FmHA Servicer and VA and FHA mortgagee  in
good standing.


                           ARTICLE VI

                      Investor Approvals


     6.1  Seller's Obligations.

       (a)   Seller  shall  request  and  shall  do  all  things
appropriate to secure the approval of the Investors to  transfer
the  Servicing  Rights, together with all  Custodial  Files  and
Escrow Accounts to Purchaser.

       (b)    Seller  shall  satisfy  all  applicable   Investor
requirements to transfer effectively the Servicing  Rights  from
Seller to Purchaser and pay and bear any and all fees imposed by
Investors to effect the transfer, including, but not limited to,
the transfer fee.

     (c)   Seller will file for the period through and including
the  Transfer Cutoff Date all required reports including but not
limited   to   reports  to  all  governmental  agencies   having
jurisdiction  over  the Servicing (including without  limitation
FHA and VA) and all appropriate PMI companies.


     6.2  Purchaser's Obligations.

      Purchaser  shall  cooperate  with  and  assist  Seller  in
obtaining  the approval of the Investors, and shall provide  all
financial  and  other  information  typically  required  by  the
Investors for approval of a transfer of servicing.



                          ARTICLE VII


        Conditions Precedent to Obligations of Purchaser


      The obligations of Purchaser hereunder shall be subject to
satisfaction of each of the following conditions:


     7.1  FNMA/FHLMC/GNMA Approvals.

      (a)  Delivery  by Seller to Purchaser of written  approval
from  each  of  FNMA,  FHLMC and GNMA for the  transfer  of  the
Servicing  Rights (except for Subserviced Loans) from Seller  to
Purchaser  prior  to  the related Physical  Transfer  Date;  (b)
Seller  shall have obtained verbal approval from each  of  FNMA,
FHLMC and GNMA for such transfer of Servicing Rights (except for
Subserviced Loans)  no later than fifteen (15) days prior to the
related  Physical Transfer Date; and (c) acceptance by Purchaser
of  any  and all conditions or restrictions which may be imposed
by  FNMA,  FHLMC  and/or  GNMA on the  sale  and  assignment  of
Servicing Rights by Seller to Purchaser.

     7.2  Certifications.

      As  of the related Physical Transfer Date, each Pool,  the
Servicing  Rights to which are to be purchased by Purchaser  and
transferred  to  Purchaser on such Physical Transfer  Date  (but
excluding Subserviced Loans) shall have been certified and shall
be recertifiable by Purchaser's Custodian in accordance with all
applicable Investor requirements and procedures (except, in  the
case of GNMA Mortgage Loans only, for assignments from Seller to
Purchaser  and from Purchaser to GNMA which are to be  delivered
following the applicable Investor Approval Date).  Seller  shall
provide Purchaser with copies of such custodial certifications.


     7.3  Representations.

      The  representations and warranties made by Seller in this
Agreement are true and correct and shall continue to be true and
correct  in  all  material respects on the  Sale  Date  and  the
Physical  Transfer  Date, unless stated  to  be  made  as  of  a
different date.





     7.4  Compliance with this Agreement.

      All  of  the  terms,  covenants, and  conditions  of  this
Agreement  (including  the Transfer Instructions),  and  of  the
Interim  Servicing Agreement, required to be complied  with  and
performed  by  Seller at or prior to the Physical Transfer  Date
shall have been duly complied with and performed by such date.


     7.5  Interest Paid.

      As  of  the  Physical Transfer Date and  pursuant  to  the
Transfer Instructions, Seller shall have paid interest on Escrow
Accounts  for the period ending on the Transfer Cutoff Date,  to
the  extent required by Applicable Requirements, and shall  have
paid  any  interest  shortfall between the  amount  of  interest
collected and the amount of interest required to be remitted  to
security holders, including without limitation interest  payable
on pay-offs and curtailments.


     7.6  Additional Documentation.

      Purchaser and Seller shall have approved and accepted  any
and  all  documentation  which may  be  reasonably  required  to
effectuate the sale and assignment of Servicing to Purchaser  on
or before the Sale Date.


     7.7  Documentation and Files; Compliance.

      Prior  to  the Sale Date, Purchaser shall have  determined
that

          (a)   The  books, records and accounts of Seller  with
          respect  to  the  Servicing are in order  pursuant  to
          Applicable Requirements, and the information  provided
          to  Purchaser in connection with the Servicing is true
          and correct;

          (b)    The  Mortgage  Loans  meet  Purchaser's  credit
          underwriting   and  quality  control  standards,   and
          Seller's  servicing  and  origination  practices   are
          satisfactory to Purchaser;

     (c)  The   terms  of  any  bond  and/or  Private   Investor
          Servicing Agreements are acceptable to Purchaser; and
     
     (d)  Any  pending  class action litigation against  Seller,
          and  any settlement or consent decree entered into  by
          Seller  with respect to class action litigation,  will
          not have a material adverse effect on the Servicing.


     7.8  Corporate Resolution.

      A  Secretary's  Certificate of  Seller,  together  with  a
corporate  resolution approving the execution  and  delivery  of
this   Agreement  and  the  consummation  of  the   transactions
contemplated  hereby,  in  form  and  substance  acceptable   to
Purchaser,  shall be delivered to Purchaser no  later  than  the
Sale Date.


     7.9  Opinion.

      An  Opinion of Counsel of the Seller and the Guarantor  in
the  form  attached  as Exhibit G to this  Agreement,  shall  be
delivered to Purchaser no later than the Sale Date.


     7.10 UCC Search Results.

      (a)   Seller shall have reimbursed Purchaser no later than
the  Sale Date for the actual costs of a Uniform Commercial Code
search   (including  copies  of  all  UCC  financing  statements
disclosed  by  such search) made at the request of Purchaser  at
the  office of the Secretary of State of the state in which  the
Seller  maintains  its  principal place of  business  and  chief
financial office and/or such other state or county filing office
as Purchaser shall designate.

      (b)  In the event any UCC financing statement obtained  by
Purchaser  pursuant  to Section 7.10(a)  shows  Seller  (or  any
Affiliate of Seller) as Debtor and refers or relates to, in  the
opinion  of  Purchaser  and its counsel,  any  of  the  Seller's
Servicing  Rights or Escrow Accounts, Seller shall  obtain  from
the  Secured  Party shown on such UCC financing  statements  and
deliver to Purchaser on or before the Sale Date (i) a release or
termination  of  such  UCC  financing  statements  in   a   form
acceptable to Purchaser and the applicable filing office or (ii)
a  written  agreement,  in  form  and  substance  acceptable  to
Purchaser,  to the effect that such Secured Party  releases  any
right,  title  and interest it may have in the Servicing  Rights
and/or the Escrow Accounts.


     7.11 Material Adverse Change.

      On  or  before the Sale Date there shall not have occurred
any  event  which  constitutes a change in  the  Servicing,  the
Escrow   Accounts,   the  Mortgage  Loans,  Seller's   financial
condition  and/or  its  relationship  with  or  authority   from
Investor, which change, in the judgment of Purchaser, materially
and   adversely   affects  Seller's  ability  to   perform   its
obligations  under this Agreement, including without  limitation
Seller's obligation to provide indemnification and/or repurchase
pursuant  to Article X.  Purchaser acknowledges that Seller  has
advised it of Seller's and Seller's parent's announced intention
to  liquidate their assets and dissolve.  Such actions shall not
be deemed a default under this Agreement.


     7.12 Hart-Scott-Rodino.

     (a) Seller and its parent shall prepare and file, and shall
in  all respects cooperate with Purchaser and its parent in  the
preparation and filing of, any documents required in  connection
with  providing  notification to the  Federal  Trade  Commission
("FTC")  and the Antitrust Division of the Department of Justice
of  the  transactions contemplated hereunder, and shall respond,
or  cooperate in responding, to any inquiry made by either  with
respect  to  such  transactions;  and  (b)  any  waiting  period
following  such a filing shall have expired without governmental
action or shall be the subject of early termination by FTC.


     7.13 Limited Power of Attorney.

     A Limited Power of Attorney executed by Seller, in the form
attached  as Exhibit H to this Agreement, shall be delivered  to
Purchaser no later than the Sale Date.


     7.14 Guaranty.

      A  Guaranty executed by Guarantor, in the form attached as
Exhibit I to this Agreement, shall be delivered to Purchaser  no
later than the Sale Date.


     7.15 Officer's Certificate.

      An Officer's Certificate of a senior officer of the Seller
in  the  form attached as Exhibit J to this Agreement, shall  be
delivered to Purchaser no later than the Sale Date.


     7.16 Non-satisfaction of Condition.

     In the event that Purchaser should become aware of facts or
circumstances which would constitute nonsatisfaction of  any  of
the  foregoing conditions, Purchaser shall use its best  efforts
to   provide  Seller  with  written  notice  of  such  facts  or
circumstances  within  three  (3) Business  Days  following  its
discovery thereof. Seller shall have an opportunity to cure such
non-satisfaction  for  a cure period to  be  calculated  as  the
lesser  of  (i) five (5) Business Days from Seller's receipt  of
such  notice, or (ii) such lesser period as may be  required  by
Applicable   Requirements.    In  the   event   that   Purchaser
determines,  upon the expiration of any applicable  cure  period
hereunder, that the non-satisfaction of condition has  not  been
cured  to the satisfaction of Purchaser, Purchaser may terminate
this Agreement.   Upon such a termination, Seller shall promptly
refund,  by  wire transfer of immediately available  funds,  any
portion  of  the  Purchase Price or any  other  amount  paid  by
Purchaser  to Seller hereunder together with interest calculated
at  the  Interest  Rate.  Such interest shall cover  the  period
commencing with the Day of Seller's receipt of the payments  and
ending the Day prior to Purchaser's receipt of the refund.


                          ARTICLE VIII

         Conditions Precedent to Obligations of Seller

      The  obligations of Seller hereunder shall be  subject  to
satisfaction of each of the following conditions:


     8.1  FNMA/FHLMC/GNMA Approvals.

      (a)  Delivery  by Seller to Purchaser of written  approval
from  each  of  FNMA,  FHLMC and GNMA for the  transfer  of  the
Servicing  Rights (except for Subserviced Loans) from Seller  to
Purchaser  prior  to  the related Physical  Transfer  Date;  (b)
Seller  shall have obtained verbal approval from each  of  FNMA,
FHLMC and GNMA for such transfer of Servicing Rights (except for
Subserviced Loans) no later than fifteen (15) days prior to  the
related Physical Transfer Date; and (c) acceptance by Seller  of
any  and all conditions or restrictions which may be imposed  by
FNMA,  FHLMC and/or GNMA on the sale and assignment of Servicing
Rights by Seller to Purchaser.


     8.2  Representations.

      The  representations and warranties made by  Purchaser  in
this  Agreement  are true and correct and shall continue  to  be
true  and correct in all material respects on the Sale Date  and
the  Physical  Transfer Date unless stated to be made  as  of  a
different date.


     8.3  Compliance with this Agreement.

      All  of  the  terms,  covenants, and  conditions  of  this
Agreement, including the Transfer Instructions, required  to  be
complied  with  and performed by Purchaser at or  prior  to  the
Physical  Transfer Date shall have been duly complied  with  and
performed by such date.


     8.4  Additional Documentation.

      Purchaser and Seller shall have approved and accepted  any
and  all  documentation  which may  be  reasonably  required  to
effectuate the sale and assignment of Servicing to Purchaser  on
or before to the Sale Date.




     8.5  Corporate Resolution.

      A  Secretary's Certificate  of Purchaser, together with  a
corporate  resolution approving the execution  and  delivery  of
this   Agreement  and  the  consummation  of  the   transactions
contemplated hereby shall be delivered to Seller no  later  than
the Sale Date.


     8.6  Opinion.

      An Opinion of Counsel of Purchaser in the form attached as
Exhibit  K  to this Agreement, shall be delivered to  Seller  no
later than the Sale Date.


     8.7  Hart-Scott-Rodino.

      (a) Purchaser and its parent  shall prepare and file,  and
shall  in  all respects cooperate with Seller and its parent  in
the  preparation  and  filing  of,  any  documents  required  in
connection  with  providing notification to  the  Federal  Trade
Commission  ("FTC") and the Antitrust Division of the Department
of Justice of the transactions contemplated hereunder, and shall
respond,  or  cooperate in responding, to any  inquiry  made  by
either  with  respect to such transactions; and (b) any  waiting
period  following  such  a  filing shall  have  expired  without
governmental action or shall be the subject of early termination
by FTC.


     8.8  Non-satisfaction of Condition.

      In  the event that Seller should become aware of facts  or
circumstances which would constitute nonsatisfaction of  any  of
the  foregoing conditions, Seller shall use its best efforts  to
provide   Purchaser  with  written  notice  of  such  facts   or
circumstances  within  three  (3) Business  Days  following  its
discovery thereof. Purchaser shall have an opportunity  to  cure
such non-satisfaction for a cure period to be calculated as  the
lesser of (i) five (5) Business Days from Purchaser's receipt of
such  notice, or (ii) such lesser period as may be  required  by
Applicable  Requirements.  In the event that Seller  determines,
upon  the  expiration of any applicable cure  period  hereunder,
that the non-satisfaction of condition has not been cured to the
satisfaction  of  Seller, Seller may terminate  this  Agreement.
Upon  such  a termination, Purchaser shall promptly  refund,  by
wire transfer of immediately available funds, any amount paid by
Seller  to Purchaser hereunder together with interest calculated
at  the  Interest  Rate.  Such interest shall cover  the  period
commencing  with the Day of Purchaser's receipt of the  payments
and ending the Day prior to Seller's receipt of the refund.



                           ARTICLE IX

                           Covenants


     9.1  Mutual Cooperation.

      To the extent possible, the parties hereto shall cooperate
and assist each other, as requested, in carrying out the other's
covenants,  agreements, duties and responsibilities  under  this
Agreement and in connection therewith shall execute and  deliver
all  such documents and instruments and shall take such  further
actions as shall be necessary and appropriate in the furtherance
thereof.   The  parties agree to use best efforts to  effectuate
the transfer of Servicing contemplated herein in accordance with
MBA  approved  industry standards for servicing  transfers,  and
with Investor requirements for the transfer of servicing.


     9.2  Assignments.

      Seller  shall  take such actions as may  be  necessary  to
transfer  all  its  right, title, and interest  in  and  to  the
Mortgage Loans and the Servicing to Purchaser, including but not
limited  to assigning the Mortgages securing the Mortgage  Loans
to  Purchaser  in  accordance with  the  specifications  of  the
Transfer    Instructions,   procuring    recorded    intervening
assignments  of  Mortgages from prior servicers or  third  party
originators to Seller, or other transfer documents,  as  needed,
preparing,  filing  and recording all assignments  of  Mortgages
from  Seller  to Purchaser as required, preparing and  executing
all  assignments  of Mortgages from Purchaser  to  Investor,  in
recordable form, on Purchaser's behalf as required, and properly
endorsing the Mortgage Notes to Purchaser without recourse.

     9.3  Transfer Costs.

      Seller shall pay all costs associated with the transfer of
the  Servicing  to Purchaser, including without limitation,  (a)
costs  of  securing Investor approval, and of any transfer  fees
due   Investors;  (b)  custodian  fees  through  the  applicable
Investor  Approval  Date; (c) costs related to  compliance  with
Section 9.2 above; (d) costs of transfer of each Custodial  File
to  Custodian  (excluding Purchaser's custodial fees);  (e)  any
costs  associated with the Seller's obligation to  complete  the
automated transfer of Servicing to Purchaser, including but  not
limited  to  Seller's  data processing  costs  with  respect  to
preparation  of  the  Electronic Data  File  and  conversion  of
Mortgage Loan Files (including tax and insurance information) to
Purchaser's  data processing system; (f) costs  of  delivery  of
Mortgage Loan Files and information to Purchaser, and (g)  costs
associated with preparation and submission by Seller of transfer
notifications  to  hazard/flood  carriers,  PMI  carriers,  Pool
insurers,  Mortgagors (other than Purchaser's welcome  letters),
tax authorities, tax service companies, HUD, FHA, FmHA and VA.


     9.4  Tax Service Contracts.

      Seller shall provide life of loan transferable tax service
contracts  from Transamerica or First American with  respect  to
all  Mortgage  Loans transferred to Purchaser, and shall  comply
with those provisions of the Transfer Instructions pertaining to
tax service contracts.


     9.5  Form 1099, Form 1098-Seller's Obligation.

      Seller shall mail, on or before the date required by  law,
IRS Form No. 1099 to all parties entitled to receive interest on
Escrow  Accounts for the period of January 1, 1997  through  the
Transfer Cutoff Date, where applicable, as well as IRS Form  No.
1098  to  each  Mortgagor for the period from  January  1,  1997
through the Transfer Cutoff Date.  Seller will file all required
reporting  with the IRS, including without limitation  IRS  Form
No.  1041  and IRS Form K-1 where applicable, on or  before  the
date required by law for the period from January 1, 1997 through
the  Transfer Cutoff Date.  Seller shall provide Purchaser  with
microfiche  copies  of all forms filed under this  section  with
respect to Mortgage Loans.


     9.6  Form 1099, Form 1098-Purchaser's Obligation.

      Purchaser  shall mail, on or before the date  required  by
law,  IRS  Form  No.  1099 to all parties  entitled  to  receive
interest  on  Escrow Accounts for the period from  the  Transfer
Cutoff Date through December 31, 1997, where applicable, as well
as  IRS Form No. 1098 to each mortgagor from the Transfer Cutoff
Date  through  December  31, 1997.   Purchaser  shall  file  all
required  reporting  with the IRS, including without  limitation
IRS  Form  No.  1041  and IRS Form K-1 where applicable,  on  or
before the date required by law, for the period from the related
Physical Transfer Date through December 31, 1997.


     9.7  Reimbursement of Costs and Expenses.

      Seller shall reimburse Purchaser for its reasonable  costs
and  expenses  incurred which are necessary  (a)  to  bring  the
Servicing  into  compliance with the  Transfer  Instructions  or
applicable Investor specifications, or (b) to resolve  servicing
issues arising prior to the Physical Transfer Date. In addition,
in  the event that any advance reimbursed to Seller pursuant  to
Section  2.4 is subsequently reasonably determined  to  be  non-
recoverable   under   Applicable  Requirements,   Seller   shall
reimburse Purchaser in the amount of such advance.

     9.8  Payment of Interest.

      Seller  shall  be responsible through the Transfer  Cutoff
Date for (a) payment of any interest on Escrow Accounts, to  the
extent  required  by  law,  and for  posting  such  payments  to
individual Mortgagors' accounts, and (b) payment of any interest
shortfall  between  the  amount of interest  collected  and  the
amount  of  interest  required  to  be  remitted  to  Investors,
including  without limitation interest payable on  pay-offs  and
curtailments, where applicable.


     9.9  Post-transfer Payments.

      All  monies received by Seller after the Physical Transfer
Date  relating  to  the Mortgage Loans and the  Escrow  Accounts
shall  be promptly turned over to Purchaser for distribution  in
accordance with the respective Servicing Agreements and until so
remitted  shall  be held in trust for Purchaser  and  segregated
from all other assets of Seller.


     9.10 Retention of Documents; Post-transfer Support.

      Subsequent  to  the Physical Transfer  Date,  Seller  will
provide  for Purchaser, upon request, history ledgers,  canceled
checks, vouchers, bills and other pertinent documents to  assist
Purchaser  in  disputes  with  outside  agencies  (e.g.,  taxing
authorities,  PMI companies, hazard insurance companies,  etc.).
Seller shall provide such documentation within ten (10) days  of
written  request by Purchaser.  Following the Physical  Transfer
Date,  Seller shall make available servicing personnel qualified
to  assist Purchaser in the resolution of post-transfer  issues.
In  addition,  Seller  shall dedicate  sufficient  personnel  to
complete  recertification  of Mortgage  Loan  Pools  subject  to
Applicable Requirements.


     9.11 FHLMC Quality Control Program.

      Seller  covenants and agrees that within five (5) Business
Days  after  the  Physical Transfer Date, Seller  shall  provide
Purchaser  with records of any quality control  findings,  along
with  documentation of any corrective action taken, reported  to
FHLMC for any Mortgage Loans included in the transfer which were
originated within three (3) years prior to the Physical Transfer
Date. This requirement is pursuant to Sections 48.1-48.12 of the
FHLMC  Sellers' and Servicers' Guide (the "Guide"),  as  amended
from time to time.

                           ARTICLE X

                        Indemnification


     10.1 Indemnification by Seller.

     Seller shall indemnify and hold Purchaser harmless from and
against, and shall reimburse Purchaser for, any losses, damages,
deficiencies, claims, liabilities, causes of action or  expenses
of  any  nature (including reasonable attorneys' fees and costs,
and/or  Purchaser's direct internal costs) incurred by Purchaser
before or after the Physical Transfer Date which:

     (a)   Result  from any breach of any representation  and/or
     warranty  by Seller, or the nonfulfillment of any  covenant
     (including  without  limitation  those  contained  in   the
     Transfer Instructions) or condition of Seller contained  in
     this  Agreement, or in any exhibit, schedule, statement  or
     certificate furnished by Seller pursuant to this Agreement.
     Seller  shall  indemnify Purchaser as  set  forth  in  this
     Section 10.1 for breaches of representations and warranties
     regardless  of  any qualifications as to the  Knowledge  of
     Seller   concerning   the  truth  or   accuracy   of   such
     representations and warranties when made.

     (b)   Result from any Defect in any Mortgage Loan  existing
     as  of  the Sale Date (including those Defects subsequently
     discovered),  or  as  a result of any act  or  omission  of
     Seller prior thereto;

     (c)  Result from any and all items listed as exceptions  to
     Seller's  representations and warranties on  the  Schedules
     attached  to,  or otherwise made a part of, this  Agreement
     (including without limitation updated Schedules); or

     (d)   Result from Seller's failure to comply with any  bulk
     transfer or similar statutory provisions in effect  in  any
     applicable jurisdiction; or

     (e)   Result  from receipt of a VA No-Bid Instruction  with
     respect  to a Mortgage Loan within two (2) years  following
     the  Sale  Date.  Notwithstanding anything to the  contrary
     contained in this section, upon notification of VA's intent
     to  No-Bid a Mortgage Loan within the applicable timeframe,
     Purchaser  shall  buy down the principal  balance  of  such
     Mortgage  Loan in, and Seller's indemnification  obligation
     under  this Section 10.2(e) shall be limited to, an  amount
     necessary  to avoid the VA No-Bid.  Seller shall  reimburse
     Purchaser  for the amount of such VA buy-down  within  five
     (5)  Business Days following its receipt of notice  of  the
     buy-down  from Purchaser, which notice shall be accompanied
     by  information sufficient to permit the Seller  to  verify
     the calculation of the buy-down amount.




     10.2 Repurchase/Purchaser's Remedies.

     (a)
     
               (i)   If,  at  the  applicable Investor  Approval
               Date,   or   subsequent  thereto  but  prior   to
               recertification  by  the Custodian,  there  is  a
               Defect  in  any  Mortgage  Loan  or  Pool   which
               constitutes  a breach of the representations  and
               warranties made in Section 4.12 of the  Agreement
               (a  "Certification Defect"), Seller shall use its
               reasonable  best efforts to cure,  to  Investor's
               satisfaction, such Certification Defect  as  soon
               as reasonably practicable, but not later than the
               one hundred eighty (180) days from the applicable
               Investor  Approval Date or such earlier  date  as
               may  be  required under Applicable  Requirements,
               such  cure period subject to extension by consent
               of   the  Purchaser,  which  consent  shall   not
               unreasonably be withheld.  To the extent that any
               Certification Defect should remain uncured for  a
               period  of  more  than  180  days  following  the
               applicable Investor Approval Date, Seller  shall,
               commencing  on such 180th day, pay  Purchaser  an
               administrative charge of Five Dollars ($5.00) for
               each  month  in  which such Certification  Defect
               remains   uncured.   Seller  agrees   to   notify
               Purchaser as soon as is reasonably practicable if
               such Certification Defect is not curable. If  the
               Certification  Defect  is  not   cured   by   the
               applicable  recertification  deadline,  Purchaser
               shall have the remedies set forth in this Article
               X   including   without  limitation   rights   of
               repurchase   (at   the  Repurchase   Price)   and
               indemnification.
     
               (ii)  In addition, in the event that any Investor
               should,  as  a result of an uncured Certification
               Defect,  require that Purchaser post a letter  of
               credit  or performance bond with respect  to  the
               related Pool (in addition to other Pools serviced
               by   Purchaser),   Seller  shall   pay   all   of
               Purchaser's  out-of-pocket  costs  and   expenses
               incurred  in connection with posting such  letter
               of credit or performance bond.  In the event that
               any  Investor should, as a result of  an  uncured
               Certification Defect, require that Seller post  a
               letter of credit or performance bond with respect
               to  the  related  Pool, Seller  shall  post  such
               letter of credit or performance bond, at Seller's
               cost and in a form acceptable to Investor.
     
          (iii)      In  the  event that any Pool  comprised  of
               Subserviced Loans is not finally certified by the
               Certification Cutoff Date, the Subserviced  Loans
               comprising  such  Pool  and  all  of  Purchaser's
               right,  title  and interest in and to  such  Pool
               will  be  physically transferred by Purchaser  to
               Seller  or its designee, and Seller will  pay  to
               Purchaser  within thirty (30) days following  the
               Certification  Cutoff Date (A) all  out-of-pocket
               costs  and expenses associated with such transfer
               and (B) the percentage paid of the product of the
               outstanding unpaid principal balance of each such
               Subserviced Loans as of the Certification  Cutoff
               Date  and  the  GNMA  Purchase Price  Percentage,
               subject  to  adjustment to reflect  any  Purchase
               Price  reduction made as of the  Sale  Date  with
               respect  to  such  Subserviced Loan  pursuant  to
               Section  2.5(a)(2) or 2.5(a)(3) of the Agreement.
               Notwithstanding   anything   to   the    contrary
               contained herein, Seller shall have the right  to
               avoid  repurchase of any Pool under this  Section
               10.2(a)(3) by repurchasing from the Investor,  at
               Seller's option, individual Subserviced Loans for
               the  purpose  of facilitating final certification
               of  such  Pool,  provided that any repurchase  of
               individual Subserviced Loans must occur within  a
               timeframe sufficient to allow final certification
               of  the  Pool  not  later than the  Certification
               Cutoff Date.
     
     
     (b)   Notwithstanding  anything to the  contrary  contained
     hereinabove, in the event of a PMI denial or rescission  of
     coverage, an Investor repurchase or make-whole request,  or
     an   Investor  determination  of  Significant  Underwriting
     Deficiency  with respect to a Mortgage Loan, which  results
     from the origination, delivery or servicing of the Mortgage
     Loan  prior to the Physical Transfer Date, Purchaser  shall
     use  its best efforts to provide Seller with written notice
     of such denial, rescission, request or determination within
     five  (5)  Business Days following Purchaser's  receipt  of
     such  notice,  provided,  however,  that  failure  by   the
     Purchaser to give such notice shall not relieve the  Seller
     from any liability it shall otherwise have pursuant to this
     Agreement   except  to  the  extent  that  the  Seller   is
     materially  prejudiced by such failure.  The  Seller  shall
     have  the  burden  of  establishing  such  prejudice  by  a
     preponderance  of  the  evidence.   Seller  shall  have  an
     opportunity to cure the defect or condition giving rise  to
     such  denial,  rescission, request or determination  and/or
     negotiate with the applicable Investor or PMI carrier for a
     cure  period to be calculated as the lesser of  sixty  (60)
     days  from Seller's receipt of such notice, or such  lesser
     period as may be required by the applicable Investor or PMI
     carrier. If, upon expiration of any applicable cure period,
     such  defect  or condition has not been cured, then  Seller
     shall,  at  Purchaser's option, (i) repurchase the  related
     Mortgage Loan or Mortgage Loans for, or, in the case of  an
     Investor   make-whole  request  pay   to   Purchaser,   the
     Repurchase   Price,  (ii)  subject  to  Investor   consent,
     repurchase  the Servicing Rights pertaining to the  related
     Mortgage  Loan or REO Property at a price to be  calculated
     as  the   product of the Purchase Price Percentage and  the
     then-outstanding unpaid principal balance of such  Mortgage
     Loan  or  REO Property plus an administrative  fee  in  the
     amount  of Five Hundred Dollars ($500.00), or (iii) in  the
     case  of  a Significant Underwriting Deficiency,  agree  to
     provide  the remedy described in subsection (i) above  upon
     demand  by Purchaser at such future time as Purchaser  may,
     in its sole discretion, elect.  Notwithstanding anything to
     the  contrary  contained in this section,  any  failure  by
     Purchaser  to provide timely notice to Seller of  any  such
     denial,  rescission, request or determination  affecting  a
     Mortgage Loan shall not in any event be construed to  limit
     remedies available to Purchaser under Section 10.1  of  the
     Agreement   except  to  the  extent  that  the  Seller   is
     materially  prejudiced by such failure.   The Seller  shall
     have  the  burden  of  establishing  such  prejudice  by  a
     preponderance of the evidence.

     (c)   Seller  shall, within thirty (30)  Business  Days  of
     repurchase  of a Mortgage Loan or REO Property  under  sub-
     section (a) or (b) above, assume servicing responsibilities
     or  provide for transfer of Servicing with respect to  such
     repurchased  Mortgage  Loan or  REO  Property  to  a  fully
     qualified   and  approved  servicer.   In  the   event   of
     repurchase, Purchaser shall, upon receipt of the Repurchase
     Price,  assign  and  deliver  the  related  Mortgage   Loan
     Documents  to  Seller.   If Seller fails  to  repurchase  a
     defective Mortgage Loan or REO Property at the time and  in
     the  manner provided in this Section, Purchaser shall  have
     all other rights and remedies provided in this Agreement or
     by law or equity.


     (d)   In  the  event that Seller should fail  to  make  any
     payment  to Purchaser required to be made pursuant to  this
     Article   X  within  thirty  (30)  days  following   demand
     therefor,  or  within  such  other  timeframe  as  may   be
     specified  under the applicable provisions of Section  10.1
     or  Section 10.2, interest shall accrue on such payment, to
     be  compounded  daily at the Interest Rate plus  200  basis
     points,  from  the  date of demand until  such  payment  is
     received by Purchaser.

     10.3 Indemnification by Purchaser.

     Purchaser shall indemnify and hold Seller harmless from and
shall  reimburse  Seller for any losses, damages,  deficiencies,
claims,  causes  of action or expenses of any nature  (including
reasonable  attorneys' fees and costs) incurred  by  Seller  and
arising after the Physical Transfer Date which:

     (a)  Result from any misstatement or misrepresentation made
     by Purchaser in this Agreement;

     (b)   Result  from any breach of warranty by Purchaser,  or
     the  nonfulfillment of any covenant of Purchaser  contained
     in  this  Agreement, or in any exhibit, schedule, statement
     or  certificate  furnished by Purchaser  pursuant  to  this
     Agreement; or

     (c)    Result  from  Purchaser's  failure  to  service  any
     transferred Mortgage Loan after the Physical Transfer  Date
     in  accordance with Applicable Requirements in any material
     respect.


     
     10.4 Limitation of Liability.

     (a)  Except  as  provided  in Section  10.4(b)  below,  the
          obligations of the parties under this Article X  shall
          be  limited to the seven (7) year period following the
          Sale Date.

     
     (b)  Notwithstanding  anything to  the  contrary  contained
          herein, the obligations of Seller under this Article X
          shall  continue in full force and effect with  respect
          to  any  Mortgage Loan which, on or before the  seven-
          year  anniversary of the latest Physical Transfer Date
          to  occur,  becomes  the subject of  an  agreement  to
          indemnify  the  related Investor for losses,  damages,
          costs and/or expenses occurring as a result of Defects
          in  the  origination, delivery and/or servicing (prior
          to   the  related  Physical  Transfer  Date)  of  such
          Mortgage Loan.



                           ARTICLE XI


                         Miscellaneous


     11.1 Costs and Expenses.

      Except  as otherwise provided herein, each party shall  be
responsible  for  its accounting, legal and  related  costs  and
expenses  incurred  with respect to the transfer  of  Servicing,
including  without  limitation costs and  expenses  incurred  in
compliance with the provisions of Section 7.12 or 8.7 hereof, as
the case may be.


     11.2 Confidentiality of Information.

      Seller and Purchaser and their Affiliates shall, and shall
cause  their  respective  directors,  officers,  employees   and
authorized representatives to hold in strict confidence and  not
use  or  disclose to any other party without the  prior  written
consent  of the other party all information concerning customers
(including customer lists in any form whatsoever) or proprietary
business procedures, servicing fees or prices, policies or plans
of  the  other party or any of its Affiliates received  by  them
from  the  other  party  in  connection  with  the  transactions
contemplated  hereby, except to the extent that such  disclosure
is required by applicable law or the legal process.


     11.3 Broker's Fees.

      Seller shall be responsible for fees due Bayview Financial
Trading Group Inc.. Each party hereto represents and warrants to
the  other  that  it  has made no agreement to  pay  any  agent,
finder,  or  broker  or  any other representative,  any  fee  or
commission  in  the  nature of a finder's  or  originator's  fee
arising out of or in connection with the subject matter of  this
Agreement,  except  for such fees as may be payable  to  Bayview
Financial  Trading Group Inc. by Seller, and  both  the  parties
hereto covenant with each other and agree to indemnify and  hold
each  other  harmless from and against any  such  obligation  or
liability and any expense incurred in investigation or defending
(including reasonable attorneys' fees) any claim based upon  the
other party's actions in connection with such obligation.


     11.4 No Solicitation.

        (a)      Seller agrees neither to solicit, nor assist in
the  solicitation,  directly  or  indirectly,  for  any  purpose
including   without  limitation  refinance,   home   equity   or
insurance, any of the Mortgage Loans.  Seller shall not  provide
a listing of Mortgagors to any third party. It is understood and
agreed  that  promotions  undertaken by  the  Seller  which  are
directed  to  the  general  public at large,  including  without
limitation mass mailings based on commercially acquired  mailing
lists, and newspaper, radio and television advertisements, shall
not constitute solicitation hereunder.

     (b)  Seller further agrees to use its best efforts to cause
any  Affiliate  or  originator  and/or  prior  servicer  of  the
Mortgage  Loans  to  refrain from taking  any  action  which  is
prohibited under this section with respect to the Mortgage Loans
and/or Mortgagors.

      (c)  Seller agrees to refrain from engaging in any program
to  recover accrued late charges with respect to Mortgage Loans,
other  than in the normal course of servicing or customary  past
practices as disclosed to Purchaser prior to the Sale Date.


     11.5 Survival.

       Each   party  hereto  covenants  and  agrees   that   the
representations   and  warranties,  covenants  and   obligations
contained  in  Articles III through V, IX, X and  Sections  11.2
through 11.4 of this Agreement, and in any document delivered or
to   be  delivered  pursuant  hereto,  shall  survive  both  the
execution  hereof,  and  the Physical  Transfer  Date,  and  any
inspection,  investigation,  or determination  made  by,  or  on
behalf  of,  either  party,  for a period  of  seven  (7)  years
commencing  on  the Sale Date, except as otherwise  provided  in
Section 10.4(b) of the Agreement.


     11.6 Notices.

      All  notices,  requests, demands and other  communications
which are required or permitted to be given under this Agreement
shall  be in writing and shall be deemed to have been duly given
if personally delivered, sent by overnight courier, or mailed by
certified  mail, return receipt requested, postage  prepaid,  or
transmitted  by  facsimile and confirmed  by  a  similar  mailed
writing:

     (a)   If to the Purchaser, to:

                         GMAC Mortgage Corporation
                         100 Witmer Road
                         Horsham, PA  19044-0963
                         Attention: Chief Financial Officer
               Fax: (215) 682-1467

               with a copies to:

                         Glen W. Snyder
                         General Counsel
                         GMAC Mortgage Corporation
                         100 Witmer Road
                         Horsham, PA  19044-0963
               Fax: (215) 682-1467

          and

               GMAC Mortgage Corporation
               3451 Hammond Avenue
               Waterloo, IA  50702
               Attention: General Manager
               Fax: (319) 236-5175

     (b)   If to Seller, to:

               Harbourton Mortgage Co., L. P.
               2530 South Parker Road
               Fifth Floor
               Aurora, CO  80014
               Attention: President

          and

                         Harbourton Mortgage Co., L. P.
                         601 Fifth Avenue
                         Scottsbluff, NE 69361
                         Attention: Servicing Manager

          and

               Lowenstein, Sandler, Kohl, Fisher & Boylan
               65 Livingston Avenue
               Roseland, NJ  07068-1791
               Attention: Allen B. Levithan, Esquire


or  to  such  other  address as Purchaser or Seller  shall  have
specified in writing to the other.



     11.7 Applicable Law.

       The  construction  of  this  Agreement  and  the  rights,
remedies,  and  obligations arising by, under,  through,  or  on
account of it shall be governed by the laws of the United States
of   America   and,   where  applicable,  the  Commonwealth   of
Pennsylvania.


     11.8 Entire Agreement.

      This  Agreement, the Interim Servicing Agreement  and  the
Subservicing  Agreement, including the Exhibits,  Schedules  and
certifications hereto and thereto, all of which are incorporated
herein  by reference, embodies the entire agreement between  the
parties  as  to  the  subject  matter  of  the  Agreement,   and
supersedes  all prior agreements and understandings relating  to
the  subject  matter  of the Agreement.   WITHOUT  LIMITING  THE
GENERALITY OF THE FOREGOING, THIS AGREEMENT REPRESENTS THE FINAL
AGREEMENT  BETWEEN THE PARTIES AS TO THE SUBJECT MATTER  OF  THE
AGREEMENT,  AND  MAY NOT BE CONTRADICTED BY EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS  OR SUBSEQUENT ORAL AGREEMENTS OF  THE  PARTIES;
AND THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


     11.9 Modification.

      This  Agreement may not be changed orally but only  by  an
agreement   in  writing,  signed  by  the  party  against   whom
enforcement of any waiver, change, modification, or discharge is
sought.   Subject  to  the  foregoing,  any  of  the  terms   or
conditions  of this Agreement may be waived or modified  at  any
time  by the party entitled to the benefit thereof, but no  such
waiver, express or implied, shall affect or impair the right  of
the  waiving  party  to  require  observance,  performance,   or
satisfaction  of  either (1) the same term or  condition  as  it
applies  on a subsequent or previous occasion or (2)  any  other
term or condition hereof.


     11.10  Third Party Beneficiaries.

      This  Agreement is intended for the benefit of the parties
hereto  only.   There  shall  be no  third  party  beneficiaries
hereof.


     11.11  Construction.

       In   construing  the  words  of  this  Agreement,  plural
constructions   shall   include  the  singular,   and   singular
constructions  shall  include the plural.  The  words  "herein",
"hereof",  and other similar compounds of the word "here"  shall
mean  and  refer to this entire Agreement, not to any particular
provision,   section,  or  subsection  of  it.  This   Agreement
constitutes  a  negotiated document.  In  case  of  any  alleged
ambiguity in any term of this Agreement, such term shall not  be
construed in favor of or against either party by reason  of  the
participation of such party or its attorneys in the  negotiation
or drafting of this Agreement.

     11.12  Captions.

      Paragraph  captions  in this Agreement  are  for  ease  of
reference  only and shall be given no substantive or restrictive
meaning or significance whatsoever.


     11.13  Counterparts.

     This Agreement may be executed in two counterparts, each of
which  shall  be an original regardless of whether  all  parties
sign   the   same  document.   Regardless  of  the   number   of
counterparts,  they  shall constitute only  one  agreement.   It
shall  not  be  necessary in making proof of this  Agreement  to
produce or account for more than one counterpart.


     11.14  Attorneys' Fees.

      If any action of law or in equity, including an action for
declaratory  relief,  is  brought to enforce  or  interpret  the
provisions  of  this Agreement, the prevailing  party  shall  be
entitled  to recover reasonable attorneys' fees and  costs  from
the other party.  Such fees may be set by the Court in the trial
of  such  action or may be enforced in a separate action brought
for  that purpose.  Such fees shall be in addition to any  other
relief that may be awarded.


     11.15  Binding Effect.

     This Agreement shall inure to the benefit of and be binding
upon  the  parties  hereto  and their successors  and  permitted
assigns.   Nothing  in this Agreement, express  or  implied,  is
intended  to confer on any person other than the parties  hereto
and   their  successors  and  permitted  assigns,  any   rights,
obligations, remedies or liabilities.


     11.16     Assignment.

      Each  party  to this Agreement may assign its  rights  and
obligations hereunder only after receiving, in writing,  consent
to such assignment by the other party hereto.







     11.17       Public Announcement.

     The timing and content of any press release or other public
announcement relating to the transactions contemplated  by  this
Agreement  shall  be  subject  to the  approval  of  Seller  and
Purchaser.


     IN WITNESS WHEREOF, each of the undersigned parties to this
Purchase  and Sale Agreement has caused this Purchase  and  Sale
Agreement  to be duly executed in its corporate name by  one  of
its  duly  authorized officers, all as of the date  first  above
written.


                                   "PURCHASER"

ATTEST:                       GMAC MORTGAGE CORPORATION

______________________                                       By:
____________________________

                              Its: ___________________________



                                   "SELLER"

ATTEST:                       HARBOURTON MORTGAGE CO., L. P.

______________________               By:   Harbourton    Funding
Corporation,
                                   its general partner


                              By: ___________________________

                              Its: ___________________________


                                
                                
                                
                 LIST OF SCHEDULES AND EXHIBITS

Schedule 1.50  Schedule of Subserviced Loans

Schedule 3.6   Schedule of Litigation

Schedule 3.11  Schedule of Recourse Servicing

Schedule        4.11         Schedule         of
Condemnation/Forfeiture Proceedings

Schedule 4.12  Schedule of Uncertified Pools

Schedule 4.14  Schedule of Exception Loans

Schedule 4.15  Schedule of Investor Indemnification Agreements


Exhibit A      Schedule of Mortgage Loans
            A-1                     Schedule  of
Delinquent Loans
            A-2                     Schedule  of
Deduction Loans

Exhibit   B                        Contents   of
Mortgage Loan Files

Exhibit C      Summary of Pools

Exhibit D      Transfer Instructions

Exhibit E      Interim Servicing Agreement

Exhibit    F                        Subservicing
Agreement

Exhibit G      Seller's Opinion of Counsel

Exhibit   H       Seller's  Limited   Power   of
Attorney

Exhibit     I                           Seller's
Guaranty

Exhibit     J                           Seller's
Officer's Certificate

Exhibit K      Purchaser's Opinion of Counsel
            EXHIBIT B TO PURCHASE AND SALE AGREEMENT
                                
                 Contents of Mortgage Loan Files
                                
Mortgage Loan Files (where applicable, original microfiche files
or hard copy files) shall include, without limitation the
following:

     a)  All applicable origination documentation including:
         Transmittal Summary FNMA/FHLMC Form 1008
         Loan Application Form 1003 (initial and final
            signed application)
         Credit Report
         Final Truth-in-Lending Disclosure Statement
         Verification of Employment
         IRS Form 4506 for self-employed borrowers (Request
          for copy of Tax Form)
         Verification of Deposit
         HUD 1 on previous property, if applicable
         HUD 1/Settlement Statement on subject property
           Appraisal
         Satisfactory Completion Certificate Form 442, if
            applicable
           Executed Sales Contract;

     b)   Copy of Note with Note Addenda, if applicable;

     c)   Original limited power of attorney, if applicable;

     d)   Original recorded Mortgage/Deed of Trust or copy of
the original, certified by the recording agency to be a true and
exact copy of the recorded document;

     e)   Original or duplicate original final Title Policy;

     f)   Original or copy of PMI Certificate (may be on fiche);

     g)   Original or duplicate original LGC/MIC;

     h)   Original recorded intervening Assignment (FNMA A/A and
MRS and FHLMC);

     i)   Abstract of Title - in states where required other
than those where evidence exists indicating sent to borrower;
and

     j)   Previous assumption information, if applicable.

            EXHIBIT E TO PURCHASE AND SALE AGREEMENT
                                
               Form of Interim Servicing Agreement



                   INTERIM SERVICING AGREEMENT

     INTERIM SERVICING AGREEMENT dated as of April 30, 1997, by
and between Harbourton Mortgage Co., L. P., ("Servicer") a
Delaware limited partnership with its principal office located
at 2530 So. Parker Road, 5th Floor, Aurora, Colorado 80014, and
GMAC Mortgage Corporation ("GMACM"), a Pennsylvania corporation
with its principal office located at 100 Witmer Road, Horsham,
Pennsylvania 19044-0963.

                            Recitals

     1.   Servicer and GMACM entered into a Purchase and Sale
Agreement dated as of April 30, 1997 (the "Agreement"), pursuant
to which Servicer will sell, assign, convey, transfer and
deliver to GMACM on the Sale Date (as defined in the Agreement)
all beneficial right, title and interest in and to the Servicing
Rights, as defined in the Agreement.

     2.   The parties mutually acknowledge that the transaction
contemplated by the Agreement is subject to prior approval by
the Investors.  Until such approvals are obtained, Servicer
shall retain record title to the Servicing Rights and the
related primary obligations to the Investors as servicer of the
Servicing.  Accordingly, GMACM will be unable to assume and
perform the Servicing and other obligations under the Servicing
Agreements before the Physical Transfer Date.

          NOW, THEREFORE, in consideration of the mutual
promises contained herein and for other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     1.   Definitions.  For purposes of this Interim Servicing
Agreement (the "Interim Servicing Agreement"), unless otherwise
indicated, all terms shall have the meanings defined in the
Agreement.

     2.   Term.  The term of this Interim Servicing Agreement
shall commence as of the Sale Cutoff Date and shall terminate as
provided by Section 8 herein.

     3.   Relationship of Servicer and GMACM.

          (a)  Except as specifically provided herein, in
          performing its duties and obligations hereunder,
          Servicer is an independent contractor and not an agent
          of GMACM.

          (b)  The parties acknowledge that all beneficial
          right, title and interest in and to the Servicing
          after the Sale Date and through the Physical Transfer
          Date was conveyed to GMACM pursuant to the Agreement,
          notwithstanding that record title to the Servicing,
          along with all obligations to any Investor, and all
          Mortgage Loan Documents necessary for the performance
          of such obligations shall remain in the possession of
          Servicer during the term hereof to facilitate the
          performance of servicing activities described herein.

          (c)  Servicer acknowledges that the Escrow Accounts
          and any collections Servicer may receive on the
          Mortgage Loans serviced pursuant to Servicing
          Agreements during the term of this Interim Servicing
          Agreement ("Serviced Loans") are for the account of
          the Investors or of GMACM as their interests may
          appear.  For convenience of administration, the
          balances in the Escrow Accounts and any collections
          may continue to be held in the bank accounts
          heretofore employed by Servicer for such purpose under
          the Servicing Agreements, provided that such funds
          shall be maintained in accordance with Investor
          regulations, and shall not be commingled by Servicer
          with its own funds.

          (d)  Servicer agrees to service the Serviced Loans in
          accordance with Applicable Requirements.  Servicer
          shall employ the same standard of care in performing
          its duties pursuant to this Interim Servicing
          Agreement as it exercises in servicing loans for its
          own account, and shall adhere to recognized industry
          standards for servicing of mortgage loans.  Servicer
          shall bear all costs of servicing the Serviced Loans.

          (e)  Servicer shall be responsible for payment of any
          interest on Escrow Accounts, to the extent required by
          law, and of any interest shortfall between the amount
          of interest collected and the amount of interest
          required to be remitted to Investors, including
          without limitation interest payable on pay-offs and
          curtailments, and custodial charges, where applicable,
          up to the Physical Transfer Date.

          (f)  Servicer shall maintain and employ throughout the
          term hereof a sufficient number of qualified employees
          to perform the servicing activities to be carried out
          hereunder in an efficient and professional basis as
          carried out by Servicer when it was the owner of the
          Servicing.  If necessary to perform its duties
          hereunder, Servicer shall employ additional or more
          qualified personnel.  Servicer shall maintain
          throughout the term hereof physical facilities from
          which the servicing activities can be performed in a
          manner consistent with the foregoing.

     4.   Servicing Activities.  During the term of this Interim
Servicing Agreement:

          (a)  Collections.  Servicer shall on behalf of GMACM,
          diligently collect all payments due by obligors to
          Investors and GMACM under the Serviced Loans as they
          become due, including but not limited to (i)
          principal, (ii) interest, (iii) advances for hazard
          insurance premiums, payments with regard to prior
          liens, taxes, legal fees, foreclosure costs, and other
          miscellaneous advances, (iv) late charges, (v) NSF
          charges, and (vi) payments for optional insurance
          premiums, such efforts to include but not be limited
          to the specific duties set forth herein.

          (b)  Servicing Fee Remittances.  During the Interim
          Servicing Period, Servicer shall remit to GMACM any
          and all net servicing fees earned by Servicer within
          five (5) Business Days after the related Investor
          reporting cutoff, net of guaranty fees and fees due
          Servicer as compensation for servicing the loans, and
          provide GMACM with supporting documentation in
          substantially the form of Attachment A.

          (c)  Investor Remittance and Reporting.  Servicer
          shall remain responsible for Investor reporting and
          remittances for monthly activities through the
          Transfer Cutoff Date.

          (d)  Payment of Property Insurance Premium.  Servicer
          shall pay, prior to the Physical Transfer Date, all
          property insurance premiums due prior to the Physical
          Transfer Date as well as any due within thirty (30)
          days after the Physical Transfer Date; provided that
          Servicer shall have received invoices or statements
          therefor not less than three (3) Business Days prior
          to the Transfer Cutoff Date.

          (e)  Property Taxes.  Servicer shall pay, when due,
          all tax bills (including all interest, late payments,
          and penalties in connection therewith) issued by a
          taxing authority due prior to the Physical Transfer
          Date as well as any due within thirty (30) days after
          the Physical Transfer Date; provided that Servicer
          shall have received invoices or statements therefor
          not less than three (3) Business Days prior to the
          Transfer Cutoff Date.

          (f)  Acceptance of Payments.  Servicer shall not
          accept with respect to a Mortgage Loan any payments
          insufficient to maintain or restore the Mortgage Loan
          to a state of currency, except as required or
          permitted by Applicable Requirements.  Except as
          required or permitted by Applicable Requirements,
          Servicer shall not reduce the principal balance of any
          of the Mortgage Loans with any funds except funds
          received from the Mortgagor for such purposes.  The
          parties shall use their best efforts to communicate
          and respond with respect to workout situations
          involving Mortgagors.

          (g)  Misapplied Payments.  "Misapplied payment" shall
          mean a Mortgagor payment for which funds have been
          deposited in an incorrect Escrow Account or applied to
          an incorrect Mortgagor's account.  The existence of a
          canceled Mortgagor check bearing the endorsement of
          Servicer, for which funds have not been allocated to
          the proper Escrow Accounts, shall be considered
          conclusive evidence of a misapplied payment.
          Misapplied payments shall be processed as follows:

                    (i)  Both parties shall cooperate in
               correcting misapplication errors.

                    (ii) The party receiving notice of a
               misapplied payment occurring prior to the
               Physical Transfer Date and discovered after the
               Physical Transfer Date shall immediately notify
               the other party.

                    (iii)     If a misapplied payment cannot be
               identified by either party and said misapplied
               payment has resulted in a shortage in a Mortgage
               account, Servicer shall be liable for the amount
               of such shortage.  Servicer shall reimburse GMACM
               for the amount of such shortage within fifteen
               (15) days after receipt of written demand
               therefor from GMACM.

                    (iv) If a misapplied payment has created an
               improper Purchase Price as the result of an
               inaccurate outstanding principal balance, a check
               shall be issued to the party shorted by the
               improper payment application within three (3)
               Business Days after the month-end in which notice
               and correction thereof was made by the other
               party.

                    (v)  Any check issued under the provisions
               of this Paragraph shall be accompanied by a
               statement indicating the purpose of the check,
               the mortgagor and property address involved, and
               the corresponding Servicer and/or GMACM account
               number.

     5.   Foreclosure.  During the term of this Interim
Servicing Agreement, Servicer agrees to take the following
actions as independent contractor with respect to defaulted
items of the Serviced Loans:

          (a)  On or prior to the Sale Date, Servicer shall
          consult with GMACM to  determine in whose name
          foreclosure proceedings should be instituted during
          the term of this Agreement.

          (b)  Servicer shall perform with respect to the
          Serviced Loans all foreclosure activities, in addition
          to those specified herein, as required by the
          Servicing Agreements.

     6.   Insurance.  Servicer shall maintain at its expense and
keep in effect through out the term hereof, fidelity bond and
errors and omissions coverage covering all its employees
handling funds, monies, documents and papers, such as those
received or held for FNMA or FHLMC, with respect to their
performance of their duties hereunder in amounts sufficient to
comply with all applicable FNMA or FHLMC requirements, and with
carriers reasonably satisfactory to GMACM.  Servicer shall
provide GMACM with evidence satisfactory to GMACM of Servicer's
compliance with the requirements of this Section.

     7.   Compensation.  During the Interim Servicing Period,
GMACM shall compensate Servicer for servicing the Mortgage Loans
in accordance with the standards established in this Interim
Servicing Agreement at a rate equal to Six Dollars ($6.00) per
Mortgage Loan per month, pro-rated for partial months.  As
additional compensation, Servicer shall also retain all
Ancillary Income and any benefit derived from Servicer's Escrow
Accounts between the Sale Date and the Physical Transfer Date.

     8.   Termination.

          (a)  This Interim Servicing Agreement will terminate
          upon completion of the procedures defined in the
          Transfer Instructions.

          (b)  This Interim Servicing Agreement may be
          terminated by both parties upon mutual written
          agreement.

     9.   Indemnification.  Pursuant to and in accordance with
the provisions of Article X of the Agreement, but without
limiting the indemnification provisions contained in the
Agreement, the parties agree as follows:

          (a)  Servicer shall indemnify and hold GMACM harmless
          from and against, and shall reimburse GMACM for, any
          losses, damages, deficiencies, claims, liabilities,
          causes of action or expenses of any nature (including
          reasonable attorneys' fees and costs) which result
          from breach by Servicer of any of the covenants and
          agreements contained in this Interim Servicing
          Agreement.

          (b)  GMACM shall indemnify and hold Servicer harmless
          from and against, and shall reimburse Servicer for,
          any losses, damages, deficiencies, claims,
          liabilities, causes of action or expenses of any
          nature (including reasonable attorneys' fees and
          costs) which result from breach by GMACM of any of the
          covenants and agreements contained in this Interim
          Servicing Agreement.

     10.  Miscellaneous.

          (a)  Reasonable Access.  Between the date of this
          Interim Servicing Agreement and the Physical Transfer
          Date, Servicer shall give GMACM and its authorized
          representatives reasonable access to all documents,
          files, books, records, accounts, offices and other
          facilities of Servicer related to the Servicing Rights
          transferred hereby, and permit GMACM to make such
          inspections thereof as GMACM may reasonably request
          during normal business hours, provided, however, that
          such investigation or inspection shall be conducted in
          such a manner as to not interfere unreasonably with
          Servicer's business operations.

          (b)  Prohibited Repurchase.  During the Interim
          Servicing Period, Servicer shall not repurchase a
          Mortgage Loan except with respect to a breach of
          representation or warranty of the related Servicing
          Agreement or as required by an Investor under the
          related Servicing Agreement or otherwise with
          Purchaser's consent.

          (c)  Referral of Refinance Inquiries.  During the
          Interim Servicing Period, Servicer will promptly refer
          to GMACM any Mortgagor inquiries as to refinance of
          Mortgage Loans.

          (d)  Modification.  This Interim Servicing Agreement
          may not be modified or changed except by an instrument
          in writing duly executed by all the parties hereto.

          (e)  Governing Law.  This Interim Servicing Agreement
          shall be construed and enforced in accordance with the
          laws of the Commonwealth of Pennsylvania.

          (f)  Notices.  All notices, requests, demands and
          other communications which are required or permitted
          to be given under this Interim Servicing Agreement
          shall be in writing and shall be deemed to have been
          duly given upon the delivery or mailing thereof, as
          the case may be, sent by registered or certified mail,
          return receipt requested, postage prepaid:

          If to GMACM, to:

                         GMAC Mortgage Corporation
                         3451 Hammond Avenue
                         Waterloo, Iowa 50704-0780
                         Attn:  General Manager
                         Fax:   (319) 236-5175

          If to Servicer, to:
               Harbourton Mortgage Co., L. P.
               2530 South Parker Road
               Fifth Floor
               Aurora, CO  80014
               Attention: President

          and

                         Harbourton Mortgage Co., L. P.
                         601 Fifth Avenue
                         Scottsbluff, NE 69361
                         Attention: Servicing Manager

          and

               Lowenstein, Sandler, Kohl, Fisher & Boylan
               65 Livingston Avenue
               Roseland, NJ  07068-1791
               Attention: Allen B. Levithan, Esquire


     or to such other address as GMACM or Servicer shall have
     specified in writing to the other.


     IN WITNESS WHEREOF, each of the undersigned parties to this
Interim Servicing Agreement has caused this Interim Servicing
Agreement to be duly executed in its corporate name by one of
its duly authorized officers, all as of the date first above
written.



ATTEST:                       GMAC MORTGAGE CORPORATION

______________________             By:
____________________________

                              Its: ___________________________


ATTEST:                       HARBOURTON MORTGAGE CO., L. P.

______________________               By:   Harbourton    Funding
Corporation,
                                   its general partner

                              By: ____________________________

                              Its: ___________________________


           ATTACHMENT A TO INTERIM SERVICING AGREEMENT



INTERIM SERVICE FEES:

     PERIOD __________ TO _________

     INVESTOR * _________________

     REMITTANCE TYPE * ___________



FUNDS DUE GMACM:

     SERVICE FEE COLLECTIONS (GROSS)         $____________

     LESS GUARANTY FEE                  $____________

               TOTAL                         $____________


LESS COMPENSATION DUE SERVICER:

(LOAN COUNT ____________ X ($6.00 PER LOAN)

     COMPENSATION DUE                   _____________



TOTAL WIRE OF INCOME DUE GMACM ON
5TH BUSINESS DAY AFTER CUTOFF                $____________


*    COMPLETE SEPARATELY FOR EACH INVESTOR AND INVESTOR
REMITTANCE TYPE.

                                
            EXHIBIT F TO PURCHASE AND SALE AGREEMENT
                                
                 Form Of Subservicing Agreement


                                
                     SUBSERVICING AGREEMENT

           THIS  SUBSERVICING AGREEMENT, dated as of  April  30,
1997 (the "Subservicing Agreement"), is made by and between GMAC
Mortgage     Corporation,     a     Pennsylvania     corporation
("Subservicer"), and Harbourton Mortgage Co., L. P., a  Delaware
limited partnership ("Harbourton").

                           BACKGROUND:

            Subservicer  and  Harbourton  have  entered  into  a
Purchase  and  Sale Agreement dated as of April  30,  1997  (the
"Sale  Agreement")  that provides, inter  alia,  for  the  sale,
assignment  and  transfer  of  Servicing  Rights  pertaining  to
certain  GNMA  Pools from Harbourton to Subservicer.   The  Sale
Agreement  further  provides for the  transfer  of  subservicing
responsibility with respect to certain Subserviced Loans on  the
Physical  Transfer Date. The Parties desire to enter  into  this
Agreement  to  set  forth the terms and conditions  under  which
Subservicer  will  subservice the  Subserviced  Loans  from  the
Physical Transfer Date to the related Investor Approval Date.

          NOW THEREFORE, the Parties agree as follows:

                            ARTICLE I
                           DEFINITIONS

           Section 1.1    Definitions.  For the purpose of  this
Agreement, capitalized terms have the meanings set out below, or
elsewhere  in  this  Agreement,  or  (if  not  defined  in  this
Agreement) in the Sale Agreement.

            "Sale   Agreement"  means  the  Purchase  and   Sale
Agreement,  dated of even date herewith, between Harbourton  and
Subservicer, and any addenda thereto.

          "Servicing Advance" means an advance of funds which in
the  prudent  business judgment of Subservicer is an appropriate
expenditure  made  or  to  be  made  in  connection   with   the
performance  of  the Subservicing Functions, including  advances
related  to  the  maintenance of hazard  insurance,  payment  of
property  taxes  or  FHA  insurance premiums,  advances  to  pay
expenditures  related  to foreclosure proceedings,  expenditures
related  to the defense of any lawsuit, to defend title  to  any
property subject to a Subserviced Loan or to defend title to any
property acquired as a result of a foreclosure, and all expenses
incurred  in  making  repairs  to  any  property  subject  to  a
Subserviced Loan, advances necessary due to deficiencies in  the
amount  of  principal, interest or escrow payments  received  by
Subservicer, including payments of interest due Investors  under
the  terms  of  the  Servicing Agreements even  though  no  such
interest  is due from the Mortgagor, and other advances  to  pay
third  party  expenses related to the servicing  of  Subserviced
Loans.

          "Subservicing Functions" means the servicing functions
to  be  performed by Subservicer with respect to the Subserviced
Loans, as specified in Section 2.4 hereof.


                           ARTICLE II
      APPOINTMENT; TERM; TRANSFER OF SUBSERVICING FUNCTIONS

             Section    2.1       Contract   for   Subservicing.
Harbourton  hereby contracts with Subservicer as an  independent
contractor to perform the servicing of each Subserviced Loan  in
accordance  with  this  Agreement for the  related  Subservicing
Period, and Subservicer hereby agrees to service the Subserviced
Loans  in  accordance  with this Agreement  during  the  related
Subservicing Period.

           Section 2.2    Term.     Except as provided otherwise
herein,  the  term of this Agreement shall commence  as  of  the
close  of  business  on the Physical Transfer  Date,  and  shall
terminate  upon the earlier of (i) the last date on which  legal
title  to the Servicing Rights related to all of the Subserviced
Loans  has  been transferred to Subservicer pursuant to  Section
2.2(b) of the Sale Agreement, or (ii) the date this Agreement is
terminated pursuant to Article VI hereof.

           Section 2.3    Mechanics of Transfer; Commencement of
Servicing.      Prior  to  the Physical Transfer  Date  for  any
Subserviced  Loan, Harbourton shall provide Subservicer  with  a
schedule of Subserviced Loans to be subserviced hereunder as the
Physical  Transfer Date and shall cause the servicing  for  such
Subserviced  Loans to be transferred to Subservicer  as  of  the
Physical Transfer Date in accordance with the Sale Agreement and
the  Transfer  Instructions.  Notwithstanding  anything  to  the
contrary contained in this Agreement, Subservicer shall  not  be
required   to   commence  subservicing  the  Subserviced   Loans
hereunder  unless on or before the Physical Transfer  Date,  (i)
each  of the applicable conditions set forth in Article  VII  of
the   Sale   Agreement  have  been  satisfied  to  Subservicer's
satisfaction; and (ii) Harbourton has obtained the consents  and
approvals required by Section 4.1 hereof.

           Section 2.4    Subservicing Functions.  The servicing
functions  to be performed by Subservicer with respect  to  each
Subserviced  Loan  during the Subservicing Period,  referred  to
herein as the "Subservicing Functions", are as follows:

                (a)  distribute payment medium to Mortgagors and
receive and process all Mortgagor payments;

                (b)   accept transfer of, or set up, and  manage
the Escrow Accounts;

                (c)   commencing  as  of  the  second  scheduled
remittance  following  the  Physical  Transfer  Date,  make  all
disbursements  of principal, interest and other amounts  due  to
Investors,  including Servicing Advances but excluding  guaranty
fees  which  will  be  remitted by  wire  transfer  directly  to
Harbourton one (1) Business Day before the related GNMA guaranty
fee draft date;

                (d)   prepare  and submit mortgage loan  reports
required under the Servicing Agreements;

               (e)  provide and file any and all IRS reports and
information returns incident to the servicing of the Subserviced
Loans covering the Subservicing Period for each such Subserviced
Loan;

                 (f)    provide  and  handle  all  FHA  and   VA
delinquency notices, provided that Subservicer shall be provided
with  correct  and  current  information  as  to  the  reporting
requirements applicable to individual Subserviced Loans;

                 (g)   handle  or,  as  appropriate,  supervise,
monitor and carry out collection actions, delinquency management
activities,  bankruptcy actions, foreclosure proceedings  (which
may be commenced or continued in Harbourton's name), and FHA  or
VA claim submissions with respect to the Subserviced Loans;

               (h)  process Subserviced Loan payoffs and provide
for release of the related Mortgage, all in Harbourton's name;

                (i)   furnish to Harbourton a completed copy  of
GNMA  Form  1710D  two  (2) days prior to  the  applicable  GNMA
reporting date;

                (j)   commencing with the second  month  of  the
Subservicing Period, furnish to Harbourton by the tenth Business
Day  of  each  month (i) pool to security balance  report;  (ii)
report  of expected P & I; (iii) adjusted GNMA form 1710A;   and
(iv) reconciliation of loan trial balances to pool balances; and

                (k)   commencing with the second  month  of  the
Subservicing  Period,  furnish  to  Harbourton  within  45  days
following  the  related month-end custodial  reconciliation  for
principal and interest/ taxes and insurance.

           Section  2.5    Escrow Accounts.    Harbourton  shall
provide Subservicer immediately available funds in the amount of
the  escrow and suspense balances of the Escrow Accounts and the
loss draft balances associated with the Subserviced Loans at the
times  and  in the manner set forth in Section 2.7 of  the  Sale
Agreement.   After receipt of same from Harbourton  pursuant  to
the  Sale  Agreement,  Subservicer  shall  maintain  the  Escrow
Accounts  related  to the Subserviced Loans in  accordance  with
Applicable   Requirements.    Subservicer   shall   be    solely
responsible  for  the  management of the  funds  in  the  Escrow
Accounts  and shall be entitled to all benefits associated  with
the  Escrow  Accounts (whether such accounts are  maintained  in
Subservicer's or Harbourton's name).  To the extent permitted by
the  GNMA  Guide  and  to  facilitate Subservicer's  ability  to
perform  its  functions hereunder, Subservicer  shall  have  all
signatory  responsibility on the Escrow  Accounts.   Subservicer
shall  be  responsible  for  payment  of  any  interest  due  to
Mortgagors on funds on deposit in the Escrow Accounts after  the
Physical Transfer Date.

           Escrow  Accounts relating to payments in  respect  of
principal  and  interest  on  the  Subserviced  Loans  shall  be
established   by   the   Subservicer   in   Harbourton's   name.
Subservicer  shall  cause  all  funds  received  in  respect  of
principal  and interest (net of all amounts that Subservicer  is
entitled  to  retain  for  its own account  in  accordance  with
Applicable  Requirements and this Agreement) and  all  Servicing
Advances  required  to  be  made in  respect  of  principal  and
interest  to be deposited in such Escrow Accounts.  All  monthly
remittances  of  principal, interest and other  amounts  due  to
Investors  and  the  GNMA  security holders  shall  be  made  by
Subservicer  in  the name of Harbourton out of  funds  available
therefor in the applicable Escrow Accounts on a timely basis  in
accordance with the GNMA Guide.  Notwithstanding anything to the
contrary  contained in this section, Subservicer  will  wire  to
Harbourton  amounts sufficient for Harbourton  to  pay  guaranty
fees directly to GNMA.

           Section 2.6    Subservicing Standards; Obligations of
Harbourton

                 (a)   Subservicer  shall  continuously  manage,
service   and  administer  the  Subserviced  Loans  during   the
Subservicing  Period  in  conformity  with  the  terms  of  this
Agreement and Applicable Requirements.  Subservicer shall employ
the  same degree of skill and standard of care in performing its
duties  pursuant to this Agreement as it exercises in  servicing
similar   mortgage  loans  for  its  own  account,  giving   due
consideration to Applicable Requirements.  Except  as  otherwise
provided herein, Subservicer shall have full power and authority
consistent with the aforementioned standards to do any  and  all
things  it  may  deem necessary or desirable in connection  with
such  servicing and administration, including taking all actions
that  a mortgagee is permitted or required to take by applicable
law  and  which the Subservicer may deem necessary or  desirable
and  consistent  with  the terms of this  Agreement,  Applicable
Requirements  and  Subservicer's  equitable  ownership  of   the
related   Servicing   Rights,  including   without   limitation,
instituting foreclosure proceedings or accepting deeds  in  lieu
of   foreclosure;  provided,  however,  that   to   the   extent
Subservicer  is  prohibited by any applicable rule,  regulation,
judicial   or   administrative  determination  or  other   order
applicable  to  it from carrying out any of its  obligations  or
duties  provided  for  herein or in  any  document  contemplated
herein,  such  failure shall not constitute  a  breach  of  this
Agreement.

                (b)   Notwithstanding anything in this Agreement
to the contrary, Harbourton, and not Subservicer, shall perform,
at   Harbourton's  sole  cost  and  expense  (but   subject   to
Subservicer's   obligations  to  make  all  Servicing   Advances
hereunder  during the Subservicing Period), any responsibilities
under  the Servicing Agreements which, by their terms,  must  be
performed by Harbourton and not Subservicer, or which cannot  be
delegated  by  Harbourton to Subservicer  (such  as  those  non-
delegable  duties described in Section 2-1 of the  GNMA  Guide).
Harbourton  shall perform such responsibilities, if  any,  in  a
timely  fashion and in strict accordance with the terms  of  the
Servicing  Agreements  and  the  GNMA  Guide.   If  appropriate,
Subservicer shall assist Harbourton in the performance  of  such
responsibilities.   To  the  extent  permitted   by   Applicable
Requirements,  Harbourton may appoint one or more  employees  of
Subservicer  (to be designated by Subservicer)  as  officers  of
Harbourton  for  the  purpose  of performing  any  non-delegable
duties for, on behalf of, and in the name of, Harbourton.

                Nothing contained in this Agreement shall  limit
the  obligations of Harbourton arising under the Sale Agreement,
including  the  obligation of Harbourton to cause  each  of  the
Pools to be finally certified and recertified.

           Section 2.7    Title to Servicing. The Parties  agree
that  legal  title  to  the Servicing  Rights  related  to  each
Subserviced Loan shall remain with Harbourton until the  related
Investor  Approval Date.  The Parties further  acknowledge  that
subject to Applicable Requirements, and subject to the terms and
conditions of the Sale Agreement, effective as of the  close  of
business  on the Sale Date, Subservicer owns all of Harbourton's
beneficial  right, title and interest in and  to  the  Servicing
Rights.


                           ARTICLE III
                         FEES; EXPENSES

            As   compensation   for  its  servicing   activities
hereunder,   and  in  recognition  of  Subservicer's  beneficial
ownership of each of the Subserviced Loans, Subservicer shall be
entitled to receive or retain the entire servicing fee  (net  of
the  applicable  GNMA  guaranty fee) and  any  Ancillary  Income
associated  with the servicing of the Subserviced  Loans  during
the Subservicing Period.  Subservicer shall also be entitled  to
all economic benefits derived from the maintenance of the Escrow
Accounts to the extend permitted by Law and not contrary to  the
related  Mortgage  or Mortgage Note.  The Subservicer  shall  be
obligated  to  pay from its own funds all expenses  incurred  in
connection  with  the performance of its obligations  hereunder,
including, without limitation, any fees of Subservicer  relating
to  the  preparation and recording of the documentation for  the
release,  satisfaction  or discharge of  any  Mortgage  for  the
related  Subserviced  Loan.   Except  as  specifically  provided
herein,  the  Subservicer shall not be entitled to reimbursement
for the payment of any such expenses.


                           ARTICLE IV
                    APPROVALS; NOTIFICATIONS;
                   LITIGATION; FUNDS TRANSFERS

            Section   4.1     Agency  and  Investor   Approvals.
Harbourton  shall be responsible for compliance with any  state,
Agency  or  Investor requirements applicable to the transfer  of
the  Subservicing  Functions including obtaining  all  necessary
Investor  consents  or  approvals as  may  be  required  by  the
Servicing Agreements, and shall deliver copies of such  consents
or approvals to Subservicer prior to the Investor Approval Date.

            Section   4.2      GNMA  Subservicing  Requirements.
Harbourton and Subservicer agree that each shall comply with the
GNMA  subservicing requirements as set forth in the GNMA  Guide.
Notwithstanding   any  other  provision   of   this   Agreement,
Harbourton   as   issuer   agrees  to  perform   the   functions
specifically required to be performed by issuer under  the  GNMA
Guide.    Harbourton   shall  cooperate  with   Subservicer   in
purchasing  Delinquent  Loans out of Pools  as  contemplated  by
Section 2.3(c) of the Sale Agreement.

           Section  4.3    Cooperation.   The Parties  agree  to
cooperate with respect to the servicing of the Subserviced Loans
hereunder.   Harbourton shall deliver to Subservicer  a  limited
Power  of Attorney in form and substance reasonably satisfactory
to  Subservicer  to  enable Subservicer  to  carry  out  actions
hereunder in the name of Harbourton.


                            ARTICLE V
                            INSURANCE
                                
           Harbourton  and  Subservicer each  hereby  agrees  to
obtain  and maintain at its own expense, and shall furnish  each
other with satisfactory evidence of, a blanket fidelity bond and
errors and omission/mortgage impairment insurance policy in full
force  and effect throughout the term of this Agreement covering
their respective officers and employees and other persons acting
on  their behalf in their respective capacities as principal and
Subservicer with regard to the Subserviced Loans.  The type  and
amount of coverage shall be at least equal to the coverage  that
would  be required by GNMA with respect to each party.   In  the
event  that any such bond or policy shall cease to be in effect,
Harbourton  and  Subservicer, as the case may be,  shall  obtain
from  an  insurer a replacement bond and policy with  equivalent
coverage.   No  provision  of  this  Section  shall  operate  to
diminish,   restrict   or   otherwise  limit   Harbourton's   or
Subservicer's responsibilities and obligations as set  forth  in
this Agreement.


                           ARTICLE VI
                           TERMINATION
                                
          This Agreement may be terminated as follows:

                 (a)   by  mutual  consent  of  Subservicer  and
Harbourton;

                (b)   upon  the  Certification Cutoff  Date,  as
provided in Section 10.2(a)(iii) of the Sale Agreement, or

                (c)   upon termination of the Sale Agreement  in
accordance with Article VII thereof.



                           ARTICLE VII
                          MISCELLANEOUS
                                
            Section  7.1     Notices.   All  notices,  requests,
demands and other communications which are required or permitted
to  be given under this Subservicing Agreement shall be given in
the manner provided in Section 11.6 of the Sale Agreement.

           Section 7.2    Assignment; Successors and Assigns; No
Third  Party  Rights.   This  Subservicing  Agreement  shall  be
binding  upon and inure to the benefit of the Parties and  their
respective  successors and permitted assigns.  This Subservicing
Agreement  may not be assigned in whole or in part by any  Party
except  in connection with that Party's permitted assignment  of
its interest in the Sale Agreement.  This Subservicing Agreement
shall  be  for  the  sole  benefit  of  the  Parties  and  their
respective successors, assigns and legal representatives and  is
not  intended, nor shall be construed, to give any Person, other
than  the  Parties and their respective successors, assigns  and
legal  representatives, any legal or equitable right, remedy  or
claim hereunder.

           Section  7.3    Entire Agreement.   This Subservicing
Agreement, including the Schedules and Exhibits attached  hereto
and  thereto, constitutes the entire agreement among the Parties
with  respect  to the matters covered hereby and supersedes  all
previous written, oral or implied understandings among them with
respect to such matters.

           Section  7.4    Amendment, Modification and  Waivers.
This  Agreement  may only be amended or modified  in  a  writing
signed  by  the party against whom enforcement of such amendment
or  modification is sought.  Any of the terms or  conditions  of
this Agreement may be waived at any time by the party or parties
entitled to the benefit thereof, but only by a writing signed by
the party or parties waiving such terms of conditions.

           Section 7.5    Severability.  The invalidity  of  any
portion hereof shall not affect the validity, force or effect of
the  remaining  portions hereof.  If it is ever  held  that  any
restriction hereunder is too broad to permit enforcement of such
restriction  to  its fullest extent, such restriction  shall  be
enforced to the maximum extent permitted by law.

           Section 7.6    Governing Law. This Agreement shall be
governed  by  and construed in accordance with the laws  of  the
Commonwealth of Pennsylvania, regardless of the conflict of laws
principles thereof.

            Section   7.7     No  Waiver.      Unless  expressly
provided  to  the contrary, the failure of any Party  to  insist
upon  strict performance of any covenant or obligation  in  this
Agreement shall not be a waiver of such Party's right to  demand
strict compliance in the future or to pursue or enforce whatever
remedies  may  be  available to such Party  for  any  breach  or
default  of  or  in  such  covenant or  obligation  (subject  to
applicable  statutes  of limitation).   No  consent  or  waiver,
express  or  implied,  to or of any breach  or  default  in  the
performance  of  any covenant or obligation  in  this  Agreement
shall  constitute a consent or waiver to or of any other  breach
or  default in the performance of the same of any other covenant
or obligation hereunder.

           Section  7.8     Rules  of Construction.     In  this
Subservicing Agreement, unless specified otherwise:

                (a)   "Any" means "any one or more"; "including"
means  "including  without limitation";  "day"  means  "calendar
day," unless "Business Day" is specified.

                (b)   Singular  words include plural,  and  vice
versa.  For example, the words "Party" and "Parties" each  means
"Party or Parties as the case may be."

                (c)   Headings are for convenience only, and  do
not affect the meaning of any provision.

               (d)  Reference to an agreement includes reference
to    its   permitted   supplements,   amendments   and    other
modifications.

               (e)  Reference to a law includes reference to any
amendment  or  modification of the  law  and  to  any  rules  or
regulations issued thereunder.

                (f)  Reference to a Person includes reference to
its permitted successors and assigns in the applicable capacity.

                (g)   Reference to an Article, Section, Exhibit,
or Schedule signifies reference to an Article, Section, Exhibit,
or  Schedule  of  this  Agreement, unless  the  context  clearly
indicates otherwise.

                (h)   "Hereunder," "hereto," "hereof," "herein,"
and like words, refer to the whole of this Agreement rather than
to   a  particular  part  hereof,  unless  the  context  clearly
indicates otherwise.

            In  the  event  of  any  inconsistency  between  the
provision  of this Subservicing Agreement and the provisions  of
the  Sale Agreement, the provisions of the Sale Agreement  shall
govern absent manifest error.

           Section  7.9     Reproduction of  Documents.     This
Subservicing  Agreement  and each other document  or  instrument
executed  and  delivered  in connection  with  the  transactions
contemplated  hereby  and  thereby, may  be  reproduced  by  any
photographic,  photostatic,  facsimile,  electronic   or   other
similar  process.  Any such reproduction shall be admissible  in
evidence  as the original itself in any judicial, administrative
or  arbitrate  proceeding, whether or not  the  original  is  in
existence  and whether or not such reproduction was  made  by  a
Party in the regular course of business.

           Section  7.10   Counterparts.       This Subservicing
Agreement  may be executed in counterparts, each of which,  when
so executed and delivered, shall be deemed to be an original and
all  of which, taken together, shall constitute one and the same
agreement.


           IN  WITNESS WHEREOF, the Parties hereby duly  execute
and deliver this Agreement:


ATTEST:                       GMAC MORTGAGE CORPORATION

______________________             By:
____________________________

                              Its: ___________________________


ATTEST:                       HARBOURTON MORTGAGE CO., L. P.

______________________               By:   Harbourton    Funding
Corporation,
                                   its general partner

                              By: ____________________________

                              Its: ___________________________


            EXHIBIT G TO PURCHASE AND SALE AGREEMENT
                                
            Form of Opinion of Counsel to the Seller




            EXHIBIT H TO PURCHASE AND SALE AGREEMENT
                                
           FORM OF SELLER'S LIMITED POWER OF ATTORNEY

                    LIMITED POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

     THAT HARBOURTON MORTGAGE CO., L. P., A LIMITED PARTNERSHIP
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
AND HAVING ITS PRINCIPAL OFFICE LOCATED AT 2530 SOUTH PARKER
ROAD, IN THE CITY OF AURORA, STATE OF COLORADO, HATH MADE,
CONSTITUTED AND APPOINTED, AND DOES BY THESE PRESENTS MAKE,
CONSTITUTE AND APPOINT GMAC MORTGAGE CORPORATION, A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH FULL
POWER AND AUTHORITY HEREBY CONFERRED IN ITS NAME, PLACE AND
STEAD AND FOR ITS USE AND BENEFIT, TO MAKE, SIGN, EXECUTE,
ACKNOWLEDGE, DELIVER, FILE FOR RECORD, AND RECORD ANY INSTRUMENT
ON ITS BEHALF AND TO PERFORM SUCH OTHER ACT OR ACTS AS MAY BE
CUSTOMARILY AND REASONABLY NECESSARY AND APPROPRIATE TO
EFFECTUATE THE FOLLOWING ENUMERATED TRANSACTIONS IN RESPECT OF
ANY OF THE MORTGAGES OR DEEDS OF TRUST (THE "MORTGAGE" AND THE
"DEED OF TRUST", RESPECTIVELY) FOR WHICH THE RELATED SERVICING
RIGHTS ARE TO BE SOLD AND TRANSFERRED BY THE UNDERSIGNED TO GMAC
MORTGAGE CORPORATION PURSUANT TO THE PURCHASE AND SALE AGREEMENT
DATED AS OF APRIL 30, 1997 BY AND BETWEEN HARBOURTON MORTGAGE
CO., L. P.  AND GMAC MORTGAGE CORPORATION (THE "AGREEMENT")

THIS APPOINTMENT SHALL APPLY TO THE FOLLOWING ENUMERATED
TRANSACTIONS ONLY:

  1. THE MODIFICATION OR RE-RECORDING OF A MORTGAGE OR DEED OF
     TRUST, WHERE SAID MODIFICATION OR RE-RECORDING IS FOR THE
     PURPOSE OF CORRECTING THE MORTGAGE OR DEED OF TRUST TO
     CONFORM SAME TO THE ORIGINAL INTENT OF THE PARTIES THERETO
     OR TO CORRECT TITLE ERRORS DISCOVERED AFTER SUCH TITLE
     INSURANCE WAS ISSUED AND SAID MODIFICATION OR RE-RECORDING,
     IN EITHER INSTANCE, DOES NOT ADVERSELY AFFECT THE LIEN OF
     THE MORTGAGE OR DEED OF TRUST AS INSURED.

  2. THE SUBORDINATION OF THE LIEN OF A MORTGAGE OR DEED OF
     TRUST TO AN EASEMENT IN FAVOR OF A PUBLIC UTILITY INVESTOR
     OR A GOVERNMENTAL AGENCY OR UNIT WITH POWERS OF EMINENT
     DOMAIN; THIS SECTION, SHALL INCLUDE THE EXECUTION OF
     PARTIAL SATISFACTION/RELEASES, PARTIAL RECONVEYANCES OR THE
     EXECUTION OF REQUESTS TO TRUSTEES TO ACCOMPLISH SAME.

  3. WITH RESPECT TO A MORTGAGE OR DEED OF TRUST, THE
     FORECLOSURE, COMPLETION OF JUDICIAL OR NON-JUDICIAL
     FORECLOSURE OR TERMINATION, CANCELLATION OR RESCISSION OF
     ANY SUCH FORECLOSURE, INCLUDING, WITHOUT LIMITATION, ANY
     AND ALL OF THE FOLLOWING ACTS:  (i) THE SUBSTITUTION OF
     TRUSTEE(S) SERVING UNDER A DEED OF TRUST IN ACCORDANCE WITH
     STATE LAW AND THE DEED OF TRUST; (ii) STATEMENTS OF BREACH
     OR NON-PERFORMANCE; (III) NOTICES OF DEFAULT; (iv) NOTICES
     OF SALES; (v) CANCELLATIONS/RESCISSIONS OF NOTICES OF
     DEFAULT AND/OR NOTICES OF SALE; (vi) THE TAKING OF A DEED
     IN LIEU OF FORECLOSURE; (vii) THE ACCEPTANCE OF A SHORT
     PAYOFF IN LIEU OF FORECLOSURE, AND (viii) SUCH OTHER
     DOCUMENTS AS MAY BE NECESSARY UNDER THE TERMS OF THE
     MORTGAGE, DEED OF TRUST OR STATE LAW TO EXPEDITIOUSLY
     COMPLETE SAID TRANSACTIONS.

  4. THE CONVEYANCE OF THE PROPERTIES TO THE MORTGAGE INSURER,
     OR THE CLOSING OF THE TITLE TO THE PROPERTY TO BE ACQUIRED
     AS REAL ESTATE OWNED, OR CONVEYANCE OF TITLE TO REAL ESTATE
     OWNED.

  5. THE COMPLETION OF LOAN ASSUMPTION AGREEMENTS.

  6. THE FULL SATISFACTION/RELEASE OF A MORTGAGE OR DEED OF
     TRUST OR FULL RECONVEYANCES UPON PAYMENT AND DISCHARGE OF
     ALL SUMS SECURED THEREBY INCLUDING WITHOUT LIMITATION
     CANCELLATION OF THE RELATED MORTGAGE NOTE.

  7. THE FULL ASSIGNMENT OF A MORTGAGE OR DEED OF TRUST UPON
     PAYMENT AND DISCHARGE OF ALL SUMS SECURED THEREBY IN
     CONJUNCTION WITH THE REFINANCING THEREOF, INCLUDING WITHOUT
     LIMITATION THE ASSIGNMENT OF THE RELATED MORTGAGE NOTE.

  8. TO RECEIVE, ENDORSE, CASH OR DEPOSIT CHECKS OR OTHER ORDERS
     OF PAYMENT, PAYABLE TO THE ORDER OF HARBOURTON MORTGAGE
     CO., L. P., AND TO SIGN ITS NAME, PLACE AND STEAD ANY
     DOCUMENT WHATSOEVER NECESSARY UNDER LAW TO CARRY OUT THE
     TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND ONLY WITH
     RESPECT TO THOSE LOANS SOLD AND TRANSFERRED PURSUANT TO THE
     TERMS OF THE AGREEMENT.

THE UNDERSIGNED GIVES TO SAID ATTORNEY-IN-FACT FULL POWER AND
AUTHORITY TO EXECUTE SUCH INSTRUMENTS AND TO DO AND PERFORM ALL
AND EVERY ACT AND THING NECESSARY AND PROPER TO CARRY INTO
EFFECT THE POWER OR POWERS GRANTED BY OR UNDER THIS LIMITED
POWER OF ATTORNEY AS FULLY AS THE UNDERSIGNED MIGHT OR COULD DO,
AND HEREBY DOES RATIFY AND CONFIRM TO ALL THAT SAID ATTORNEY-IN-
FACT SHALL LAWFULLY DO OR CAUSE TO BE DONE BY AUTHORITY HEREOF.

THIRD PARTIES WITHOUT ACTUAL NOTICE MAY RELY UPON THE EXERCISE
OF THE POWER GRANTED UNDER THIS LIMITED POWER OF ATTORNEY; AND
MAY BE SATISFIED THAT THIS LIMITED POWER OF ATTORNEY SHALL
CONTINUE IN FULL FORCE AND EFFECT AND HAS NOT BEEN REVOKED
UNLESS AN INSTRUMENT OF REVOCATION HAS BEEN MADE IN WRITING BY
THE UNDERSIGNED.  THIS LIMITED POWER OF ATTORNEY IS GRANTED AS
OF APRIL 30, 1997.  ALL POWERS GRANTED HEREIN SHALL TERMINATE ON
OCTOBER 31, 1998.


WITNESS:                           HARBOURTON MORTGAGE CO., L.
P.

                                   BY: HARBOURTON FUNDING
CORPORATION,
_________________________________                      ITS
GENERAL PARTNER

                                        BY:
                                                  VICE PRESIDENT


_________________________________
___________________________________________
                                                      ASST.
SECRETARY



STATE OF            )
                    )  SS
COUNTY OF           )


     ON APRIL __, 1997, BEFORE ME, A NOTARY PUBLIC IN AND FOR
THE ABOVE COUNTY AND STATE, PERSONALLY APPEARED
____________________ AND ____________________ TO ME PERSONALLY
KNOWN TO BE THE _____________________ AND
____________________________ OF SAID HARBOURTON MORTGAGE CO., L.
P., THAT THE SEAL AFFIXED TO SAID INSTRUMENT IS THE SEAL OF SAID
LIMITED PARTNERSHIP, AND THAT SAID INSTRUMENT WAS SIGNED AND
SEALED ON BEHALF OF SAID LIMITED PARTNERSHIP BY AUTHORITY OF ITS
BOARD OF DIRECTORS, AND THEY ACKNOWLEDGED THE EXECUTION OF SAID
INSTRUMENT TO BE THE VOLUNTARY ACT AND DEED OF SAID CORPORATION,
BY IT VOLUNTARILY EXECUTED.

     IN WITNESS WHEREOF, I HAVE HEREUNTO SIGNED MY NAME AND
AFFIXED MY NOTARIAL SEAL THE DAY AND YEAR LAST WRITTEN.




__________________________________________

                                        NOTARY PUBLIC IN AND FOR
                                        SAID COUNTY AND STATE
                                        MY COMMISSION EXPIRES:





            EXHIBIT I TO PURCHASE AND SALE AGREEMENT

                        FORM OF GUARANTY
                                
                                                                
                                
                                
                     UNCONDITIONAL GUARANTY
                                
     THIS UNCONDITIONAL GUARANTY ("Guaranty") is made by
HARBOURTON HOLDINGS, L. P., a Delaware limited partnership (the
"Guarantor"), in favor of GMAC MORTGAGE CORPORATION, a
Pennsylvania corporation ("GMACM"), as of April 30, 1997.

                            RECITALS:
                                
     A.        GMACM and HARBOURTON MORTGAGE CO., L. P.,  a
Delaware limited partnership ("Seller") have entered into a
Purchase and Sale Agreement for Mortgage Loan Servicing dated as
of April 30, 1997 (together with any addenda thereto, the
"Purchase and Sale Agreement") relating to the purchase by GMACM
of certain residential mortgage loan servicing rights from
Seller subject to the satisfaction of certain conditions
contained therein.

     B.   Guarantor is the indirect holder of a majority of the
partnership interest in  Seller.    To induce GMACM to
consummate the transactions contemplated by the Purchase and
Sale Agreement, Guarantor is willing to satisfy a condition of
GMACM's obligations under the Purchase and Sale Agreement by
providing this Unconditional Guaranty of the payment and
performance by Seller of the terms, covenants and obligations of
Seller under the Purchase and Sale Agreement.


     NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, Guarantor agrees with GMACM as
follows:

     1.  Guaranty of Payment and Performance.  Guarantor
absolutely and unconditionally guarantees to GMACM the full and
punctual payment of any and all amounts for which Seller on or
after the date of this Agreement becomes obligated to pay to
GMACM pursuant to the Purchase and Sale Agreement as the same
shall become due and payable under the Purchase and Sale
Agreement, and the full and punctual performance and observance
by Seller of all other terms, covenants, and conditions of the
Purchase and Sale Agreement, whether according to their present
terms, or pursuant to any extension of time or to any change or
changes in the terms, covenants, or conditions of the Purchase
and Sale Agreement now or subsequently made or granted
(collectively, all such obligations are the "Seller
Obligations").  All sums due and payable by Guarantor to GMACM
under this Guaranty shall be payable within three (3) Business
Days (as defined below) after the date written notice is given
by GMACM, without further demand of any nature.  Guarantor shall
perform any obligations under this Guaranty within a reasonable
time after notice is given by GMACM, without further demand of
any nature.  Payment or performance by Guarantor under this
Guaranty may be required by GMACM on any number of occasions.  A
"Business Day" is any day other than a Saturday, a Sunday, or
any other day on which GMACM is regularly scheduled to be
closed.

     2.  Guarantor's Agreement to Pay Costs and Expenses;
Interest.  Guarantor further agrees, as the principal obligor
and not as a guarantor only, to pay to GMACM, on demand, all
reasonable out-of-pocket costs and expenses (including court
costs and legal expenses, including reasonable attorneys' fees)
incurred or expended by GMACM in connection with any demand,
notice (other than as provided in Section 1 or this Section 2)
or investigation made under this Guaranty and its collection or
other enforcement, whether or not suit is brought, together with
interest on amounts recoverable under this Section 2 from the
time when such amounts become due and notice is given as
provided in Section 1 until payment, whether before or after
judgment, at the prime rate as published in the Wall Street
Journal.

     3.  Waivers by Guarantor; GMACM's Freedom to Act.

         (a)  Guarantor agrees that the Seller Obligations will
be paid and performed strictly in accordance with their
respective terms, subject to the requirements of any applicable
law, regulation or order now or subsequently in effect in any
jurisdiction affecting any of such terms or the rights of GMACM
with respect to such obligations; provided, however, that as
long as Guarantor's performance of such obligations is not
contrary to the requirements of any such law, regulation or
order, Guarantor shall not rely on any such law, regulation or
order for the purpose of avoiding its obligations under this
Guaranty.  To the full extent Guarantor may do so, Guarantor
waives the benefit of all exemptions to which it may be
entitled, and further waives notice of the acceptance of this
guaranty, presentment, demand, protest non-performance, non-
observance, or other proof or notice of demand (except as
provided in Sections 1 and 2), and waives all notices of any
other kind, any and all defenses which it may have to
performance of its obligations hereunder, including without
limitation the defenses of setoff and counterclaim and any
defenses which may be available by virtue of any valuation,
stay, moratorium law or other similar law now or subsequently in
effect, and any right to require the marshaling of assets of
Seller or any other entity or other person primarily or
secondarily liable with respect to any of the Seller
Obligations, and all suretyship defenses generally.

         (b)  Without limiting the generality of the provisions
set forth in (a) above, Guarantor agrees to the provisions of
any instrument evidencing, securing or otherwise executed or to
be executed in connection with any Seller Obligation by Seller
to GMACM and agrees that the obligations of Guarantor under this
Guaranty shall not be released or discharged, in whole or in
part, or otherwise affected by:

               (i)  the assertion by GMACM of any rights or
remedies which it may have under or with respect to the Purchase
and Sale Agreement;

               (ii) the failure of GMACM to assert or any delay
in asserting any claim or demand or to enforce any right or
remedy against Seller or any other entity or other person
primarily or secondarily liable with respect to any of the
Seller Obligations;

               (iii)  any extensions or renewals of any Seller
Obligation;

               (iv)  any rescissions, waivers, amendments,
modifications, assignments or sales of or supplements to any of
the terms or provisions of the Purchase and Sale Agreement;

               (vi)  the adjudication in bankruptcy of Seller,
the filing of a petition for any relief under the Bankruptcy Act
by Seller, or the dissolution of Guarantor; or

               (vii)  any other act or omission which might in
any manner or to any extent vary the risk of Guarantor or
otherwise operate as a release or discharge of Guarantor, all of
which may be done without notice to Guarantor.

     Guarantor further agrees that other indulgences or
forbearances may be made, done, or suffered without notice to,
or further consent of, Guarantor.

         (c)  To the fullest extent permitted by law, Guarantor
also expressly waives any and all rights or defenses arising by
reason of (i) any "one action" or "anti-deficiency" law which
would otherwise prevent GMACM from bringing any action,
including any claim for a deficiency, against Guarantor before
or after GMACM's commencement or completion of any enforcement
action, whether judicially, by exercise of power of sale or
otherwise, or (ii) any other law which in any other way would
otherwise require any election or remedies by GMACM.  Guarantor
waives all rights and defenses arising out of an election of
remedies by GMACM, even though that election of remedies has
destroyed Guarantor's rights of subrogation and reimbursement
against Seller by the operation of Section 580d of the
California Code of Civil Procedure or otherwise.

         (d)  Guarantor consents to any and all forbearances and
extensions of time for payment of Seller's obligations, and to
any and all changes in the terms, agreements and conditions of
the Purchase and Sale Agreement subsequently made or granted.

     4.  Unenforceability of Obligations Against Seller.  If for
any reason Seller has no legal existence or is under no legal
obligation to discharge any of the Seller Obligations, or if any
of the Seller Obligations have become irrecoverable from Seller
by reason of Seller's insolvency, bankruptcy or reorganization
or by other operation of law or for any other reason, this
Guaranty shall nevertheless be binding on Guarantor to the same
extent as if Guarantor at all times has been the principal
obligor on all such Seller Obligations.



     5.  Obligations of Guarantor Independent.

         (a)  The obligations of Guarantor under this Guaranty
shall be independent of the obligations of Seller, and a
separate action or actions may be brought and prosecuted against
Guarantor to recover all or any portion of the amounts due under
the Purchase and Sale Agreement, whether or not any action is
brought against Seller or in the event that Seller becomes
subject to a bankruptcy, reorganization or similar preceding, to
file any claim, and irrespective of whether Seller is joined in
such action or actions.

         (b)  Provided that GMACM or its agent has given written
notice to Seller and Seller has failed to pay or perform the
Seller Obligations within ten (10) Business Days after the date
of any such notice, Guarantor agrees that this Guaranty may be
enforced by GMACM against Guarantor without first resorting to
or exhausting any other security or collateral, provided,
however, that nothing contained in this Guaranty shall prevent
GMACM from suing on, or from exercising any other rights under,
any of the Purchase and Sale Agreement and provided, further,
that GMACM agrees to first exhaust its remedies against the
remaining portion of the Purchase Price payable to Seller under
the Purchase and Sale Agreement.  If such other remedy is
availed of, only the net proceeds from such remedy, after
deduction of all charges and expenses of every kind and nature
whatsoever, shall be applied in reduction of the amount due
under the Purchase and Sale Agreement.

     6.  Negative Covenant of Guarantor.  Guarantor agrees that,
following any default that has not been cured to GMACM's
satisfaction under the Purchase and Sale Agreement, until the
final payment and performance in full of all of the Seller
Obligations and any and all other obligations of Seller to
GMACM, Guarantor shall not exercise any rights against Seller
arising as a result of payment by Guarantor under this Guaranty,
by way of subrogation or otherwise, Guarantor will not demand,
sue for or otherwise attempt to collect any indebtedness of
Seller to Guarantor, and Guarantor will not accept any payment
or satisfaction of any kind of any indebtedness of Seller to
Guarantor.

     7.  Representations and Warranties of Guarantor.  Guarantor
represents and warrants to GMACM that:

         (a)  Guarantor is a limited partnership duly organized,
validly existing and in good standing under the laws of the
State of Delaware;

         (b) Guarantor has a direct financial interest in Seller
and will receive direct financial benefits and accommodations as
a result of GMACM's purchase of mortgage servicing rights from
Seller pursuant to the Purchase and Sale Agreement;

         (c)  Guarantor has the necessary power and authority to
execute and deliver this Guaranty and to perform its obligations
hereunder, and such execution, delivery and performance do not
constitute violations of any provisions of its partnership
agreement, by-laws or any agreements or instruments to which it
is a party; and

         (d)  Guarantor will not become insolvent by entering
into this Guaranty.

     8.  Term.  This Guaranty shall remain in full force and
effect until the date on which all Seller Obligations have been
paid or performed.

     9.  Successors and Assigns; No Assignment.  This Guaranty
shall be binding upon Guarantor, its successors and permitted
assigns, and shall inure to the benefit of and may be enforced
by GMACM and its successors and permitted assigns.  This
Guaranty may not be assigned in whole or in part by GMACM or
Guarantor, except that GMACM may assign its rights and
obligations hereunder to any affiliated entity. Any purported
assignment by Guarantor shall be void and shall not relieve
Guarantor of any of its obligations under this Guaranty.

     10.  Insolvency of Seller.  In addition to all other rights
of GMACM, if (a) an event shall occur which, pursuant to the
terms of the Purchase and Sale Agreement, would entitle GMACM to
require payment of any obligation guaranteed by this Guaranty,
but (b) there shall be filed with respect to Seller a petition
in bankruptcy or for similar relief under the United States
Bankruptcy Code or any similar law, and by reason of such filing
or as a result of any order of court, GMACM shall be prevented
from obtaining such payment, then GMACM shall have the right to
demand from Guarantor payment in full of, and Guarantor shall
pay in full, all obligations guaranteed by this Guaranty,
including all amounts, costs, fees and charges, due from Seller.

     11.  Further Assurances.

         (a)  As long as this Guaranty is in full force and
effect, Guarantor agrees to furnish GMACM annually, as soon as
available and in any event within ninety (90) days after the end
of Guarantor's fiscal year, Guarantor's most recent audited
financial statements, prepared in accordance with generally
accepted accounting principles (GAAP) applied on a consistent
basis,  and on a consolidated basis with Guarantor's
subsidiaries.  Such financial statements shall include a balance
sheet, an income statement, a statement of retained earnings, a
cash flow statement, all related notes to the financial
statements, and the opinion of an independent certified public
accountant, and shall be accompanied by a certificate signed by
the chief financial officer of Guarantor stating that said
financial statements fairly and accurately present the financial
condition and results of operations of Seller (and, if
applicable, its Affiliates) as at the end of, and for, such
year.  At such times and from time to time, with reasonable
promptness, Guarantor also shall provide other financial
information regarding the business, operations, properties or
financial condition of Guarantor as GMACM may reasonably
request.

         (b)  Guarantor also agrees to execute all such
documents as GMACM may consider reasonably necessary or
desirable to give full effect to, and to perfect and preserve
the rights and powers of GMACM under, this Guaranty.

         (c)  Guarantor acknowledges and confirms that Guarantor
itself has established its own adequate means of obtaining from
Seller on a continuing basis all information desired by
Guarantor concerning the financial condition of Seller and that
Guarantor will look to Seller and not to GMACM in order for
Guarantor to keep adequately informed of changes in Seller's
financial condition.

         (d)  If there is a partnership reorganization or
restructuring of Guarantor or a sale or other transfer of a
material portion of the assets of Guarantor, Guarantor agrees
promptly to notify GMACM of the effects of such reorganization,
restructuring, sale or other transfer on the financial worth of
Guarantor.  The phrase "or other transfer" in the preceding
sentence does not include Guarantor's payment of a dividend in
the ordinary course of business, including a dividend that
passes through dividend payments made to Guarantor by its
subsidiaries in the ordinary course of business.

     12.  Amendments and Waivers.  No amendment or waiver of any
provision of this Guaranty nor consent to any departure by
Guarantor from such provision shall be effective unless the same
shall be in writing and signed by GMACM.  No failure on the part
of GMACM to exercise, and no delay in exercising, any right
under this Guaranty shall operate as a waiver, nor shall any
single or partial exercise of any right under this Guaranty
preclude any other or further exercise of, or the exercise of,
any other right under this Guaranty.

     13.  Notices.  All notices and other communications called
for under this Guaranty shall be made in writing to the other
party and, unless otherwise specifically provided, shall be
deemed to have been duly made or given when delivered by hand or
mailed first class, postage prepaid, addressed to Guarantor at
the address set forth beneath its signature, or to GMACM at 100
Witmer Road, Horsham, PA  19044-0963, Attention:  Chief
Financial Officer, with a copy to the General Counsel at the
same address, or at such address as either party may designate
in writing to the other.

     14.  Governing Law; Consent to Jurisdiction.  THIS GUARANTY
IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO INTERNAL
CHOICE-OF-LAW RULES.  Guarantor agrees that any suit for the
enforcement of this Guaranty may be brought in the courts of the
Commonwealth of Pennsylvania or any federal court sitting in
that jurisdiction and consents to the nonexclusive jurisdiction
of such court and to service of process in any such suit being
made upon Guarantor by mail at the address specified by
reference in Section 13.  Guarantor waives any objection that it
may now or subsequently have to the venue of any such suit or
any such court or that such suit was brought in an inconvenient
court.

     15.  Waiver of Jury Trial.  GUARANTOR WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF
ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS OR
OBLIGATIONS UNDER THIS GUARANTY OR THE PERFORMANCE OF ANY OF
SUCH RIGHTS OR OBLIGATIONS.

     16.  Miscellaneous.  This Guaranty constitutes the entire
agreement of Guarantor with respect to the matters set forth in
this Guaranty.  The rights and remedies provided are cumulative
and not exclusive of any remedies provided by law or any other
agreement.  The invalidity or unenforceability of any one or
more sections of this Guaranty shall not affect the validity or
enforceability of its remaining provisions.  Captions are for
the ease of reference only and shall not affect the meaning of
the relevant provisions.  The meanings of all defined terms used
in this Guaranty shall be equally applicable to the singular and
plural forms of the terms defined.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to
be executed and delivered as of the date first written above.

                             GUARANTOR:

                             HARBOURTON HOLDINGS, L. P.,
                              a Delaware limited partnership

                             By:  HARBOURTON GENERAL
CORPORATION,
                               its managing general partner

                 By:  __________________________________________
                Print Name:  ___________________________________
                Title: _________________________________________
                                                                
                 Address: ______________________________________
                          ______________________________________
                          ______________________________________
                                                                
ATTEST:

By: ________________________________________
Print Name: _________________________________
Title:  ______________________________________

               (SEAL)


______________________________________)

)    SS:
______________________________________)


     The foregoing instrument was acknowledged before me this
______ day of April, 1997, by _________________________________,
the ____________ of HARBOURTON GENERAL CORPORATION  in its
capacity as general partner of HARBOURTON HOLDINGS, L. P., a
Delaware limited partnership.



                      __________________________________________
                              Notary Public
          (SEAL)
                              My Commission Expires:
                      __________________________________________



GMACM ACKNOWLEDGES EXECUTION
AND DELIVERY OF THIS GUARANTY.

GMAC MORTGAGE CORPORATION



By: ____________________________________________
Print Name: _____________________________________
Title: ___________________________________________
Date: ___________________________________________


          (SEAL)




            EXHIBIT J TO PURCHASE AND SALE AGREEMENT
                                
             Form of Seller's Officer's Certificate




State of Colorado             }  ss.
             of

     The undersigned, being first duly sworn, deposes and says
that:

     1.   I am the duly elected President of Harbourton Mortgage
     Co., L. P. (the "Seller"), a  limited partnership organized
     and existing under the laws of the State of Delaware,

     2.   Except as identified in Schedule 3.6 to the Purchase
     and Sale Agreement (the " Purchase and Sale Agreement")
     dated as of April 30, 1997, between the Seller and GMAC
     Mortgage Corporation (the "Purchaser"), there is no
     litigation, proceeding or governmental investigation
     pending, or any order, injunction or decree outstanding
     which might materially affect any of the Mortgage Loans or
     the Servicing. Additionally, there is no litigation,
     proceeding or, to the Knowledge of Seller, governmental
     investigation existing or pending or to the Knowledge of
     Seller threatened, or any order, injunction or decree
     outstanding against or relating to Seller, or the
     Servicing, that has not been disclosed by Seller to
     Purchaser or its counsel in writing prior to the execution
     of this Agreement, which if adversely determined,
     individually or in the aggregate, could have a material
     adverse effect upon the Servicing or the other assets being
     purchased by Purchaser hereunder, or which would adversely
     affect the performance of the Company's obligations under
     the Agreement, nor does Seller know of any basis for any
     such litigation, proceeding, or governmental investigation.

     3.    No  consent, approval, authorization or order of  any
     court  or governmental agency or body is required  for  the
     execution, delivery and performance by the Seller of, or of
     compliance  by the Seller with, the Purchase Agreement,  or
     the  consummation of the transactions contemplated  by  the
     Purchase Agreement.

     4.     Neither   the   consummation  of  the   transactions
     contemplated  by, nor the fulfillment of the terms  of  the
     Purchase  Agreement  conflicts or  will  conflict  with  or
     results  or  will result in a breach of or  constitutes  or
     will  constitute a default under the charter or by-laws  of
     the  Seller, the terms of any material indenture  or  other
     material agreement or instrument to which the Seller  is  a
     party or by which it is bound or to which it is subject, or
     any statute or order, rule, regulation, writ, injunction or
     decree  of  any court, governmental authority or regulatory
     body  to  which  the Seller is subject or by  which  it  is
     bound.

     5.   Each person who, as an officer or representative of
     the Seller, signed the Purchase and Sale Agreement and any
     other document delivered prior hereto or on the date hereof
     in connection with the transaction described in the
     Purchase and Sale Agreement was, at the respective times of
     such signing and delivery duly elected or appointed,
     qualified and acting as such officer or  representative,
     and the signatures of such persons appearing on such
     documents are their genuine signatures.

     6.    Except as disclosed to Purchaser, the Mortgage  Loans
     and  the  Servicing Rights referred to in the Purchase  and
     Sale  Agreement  are not subject to any security  interest,
     pledge  or  hypothecation for the benefit  of  any  entity,
     institution  or  person. The Seller  is  not  contractually
     obligated  to sell the Servicing to any other  party.   The
     transfer, assignment and delivery of the Servicing  and  of
     the  Escrow  Accounts  in accordance  with  the  terms  and
     conditions of the Purchase and Sale Agreement shall vest in
     the Purchaser all rights as servicer, free and clear of any
     and all claims, charges, defenses, offsets and encumbrances
     of any kind or nature whatsoever, including but not limited
     to those of the Seller.
     
     7.   Attached hereto is a certified true copy of the
     resolution of the Board of Directors of the Seller with
     respect to the transactions governed by the Agreement.


                       _________________________________________
                                Rick W. Skogg
                                President


Subscribed and sworn to before me this        day of
1997
My term expires

                       _________________________________________
                                                   Notary Public


            EXHIBIT K TO PURCHASE AND SALE AGREEMENT

April 30, 1997


Harbourton Mortgage Co., L. P.
601 Fifth Avenue
Scottsbluff, NE  69361

Dear Sirs:

You  have  requested  my opinion, as counsel  to  GMAC  Mortgage
Corporation, a Pennsylvania corporation (the "Purchaser"),  with
respect  to  certain  matters in connection  with  the  sale  by
Harbourton Mortgage Co., L. P. (the "Seller") pursuant  to  that
certain Purchase and Sale Agreement, dated as of April 30,  1997
(the "Purchase Agreement") between the Seller and the Purchaser,
of  the Seller's servicing rights relating to certain Pools  and
Whole  Loans serviced by the Seller, as defined in the  Purchase
Agreement.  Capitalized terms not otherwise defined herein  have
their respective meanings set forth in the Purchase Agreement.

I have examined the following documents:

1.   the Purchase Agreement,

2.   the Interim Servicing Agreement,

3.    the  Subservicing Agreement (the Purchase  Agreement,  the
Interim  Servicing  Agreement   and the  Subservicing  Agreement
hereinafter referred to collectively as the "Agreements"),

4.   such  other documents, records and papers as I have  deemed
     necessary and relevant as a basis for this opinion.

Based  upon the foregoing, and subject to the qualification  set
forth at the end of this letter, it is my opinion that:

1.   The  Purchaser  is  a  corporation duly organized,  validly
     existing  and  in  good  standing under  the  laws  of  the
     Commonwealth of Pennsylvania.

2.   The  Purchaser  has the requisite power to  engage  in  the
     transactions  contemplated  by  the  Agreements   and   all
     requisite  power, authority and legal right to execute  and
     deliver the Agreements and to perform and observe the terms
     and conditions of such instruments.

3.   The  Agreements  have  been duly authorized,  executed  and
     delivered by the Purchaser and are legal, valid and binding
     agreements  enforceable  in  accordance  with  their  terms
     against the Purchaser, subject to bankruptcy laws and other
     similar  laws  of general application affecting  rights  of
     creditors  and subject to the application of the  rules  of
     equity,  including  those respecting  the  availability  of
     specific performance.

4.   No  consent, approval, authorization or order of any  court
     or   governmental  agency  or  body  is  required  for  the
     execution, delivery and performance by the Purchaser of, or
     of compliance by the Purchaser with, the Agreements, or the
     consummation  of  the  transactions  contemplated  by   the
     Agreements.

5.   Neither  the  consummation of the transactions contemplated
     by,  nor  the  fulfillment of the terms of  the  Agreements
     conflicts  or will conflict with or results or will  result
     in  a breach of or constitutes or will constitute a default
     under  the  Articles of Incorporation  or  By-laws  of  the
     Purchaser,  the  terms of any material indenture  or  other
     material agreement or instrument to which the Purchaser  is
     a  party or by which it is bound or to which it is subject,
     or any statute or order, rule, regulation, writ, injunction
     or   decree   of  any  court,  governmental  authority   or
     regulatory  body to which the Purchaser is  subject  or  by
     which it is bound.

6.   There  is  no  action,  suit, proceeding  or  investigation
     pending or, to the best of my knowledge, threatened against
     the  Purchaser  which, in my judgment, either  in  any  one
     instance or in the aggregate, may reasonably be expected to
     result  in  any  material adverse change in  the  business,
     operations,  financial condition, properties or  assets  of
     the Purchaser or in any material impairment of the right or
     ability   of  the  Purchaser  to  carry  on  its   business
     substantially as now conducted or in any material liability
     on  the  part  of  the Purchaser or which would  draw  into
     question  the validity of the Agreements or of  any  action
     taken  or  to  be taken in connection with the transactions
     contemplated  thereby, or which would be likely  to  impair
     materially  the ability of the Purchaser to  perform  under
     the terms of the Agreements.

The opinions rendered in paragraphs 4 and 5 above are subject to
the  need to obtain the consents of applicable investors to  the
transfer of the servicing subject to the Purchase Agreement.

I do not undertake to advise you of matters which may come to my
attention subsequent to the date hereof which may affect my
legal opinions expressed herein.

This opinion is delivered to you solely for your use in
connection with the execution and delivery of the Purchase and
Sale Agreement.  This opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose, or to or
by any other person, with or without reference to my name,
without my prior express written consent.

Very truly yours,