FIRST AMENDMENT TO
               MORTGAGE LOAN SERVICING PURCHASE AND SALE AGREEMENT

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    First Chicago NBD Mortgage Company, 900 Tower Drive, Troy, Michigan 48008

Date of Amendment: March 31, 1999            Seller Contact Person:  Brad Connor
                                                      Phone No:  (317) 321-8403
                                                      Fax No:  (317) 321-8468

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This First Amendment to the Mortgage Loan Servicing  Purchase and Sale Agreement
(the  "Amendment") is entered into as of the date set forth above by and between
HomeSide Lending, Inc. (the "Buyer") and First Chicago NBD Mortgage Company (the
"Seller").

                                    RECITALS

1.   The Buyer and the Seller  entered into a Mortgage Loan  Servicing  Purchase
     and Sale  Agreement  dated as of  February  26,  1999 (the  "Bulk  Purchase
     Agreement")  under  which  the  Buyer  agreed to  acquire  from the  Seller
     approximately ten billion dollars  ($10,000,000,000) of certain residential
     mortgage loan servicing rights.

2.   The Seller desires to sell to the Buyer,  and the Buyer desires to purchase
     from the Seller,  additional  residential mortgage loan servicing rights in
     an  amount  equal  to  approximately   two  and  one-half  billion  dollars
     ($2,500,000,000)  and  identified  by  the  Seller  as  "Group  1"  in  the
     electronic tape delivered by the Seller to Cohane Rafferty Securities, Inc.
     on November 30, 1998 (the "Tape"),  and as more  particularly  described in
     Schedule 1 to this Amendment, all in the manner described below.

3.   The Buyer and the Seller  desire to set forth  their  understanding  on any
     reduction to the Purchase Price Percentages relating to the various Buckets
     of  Mortgage  Loans  caused  by any  adverse  change  in the  value  of the
     Servicing  Rights  resulting  from incorrect  information  set forth in the
     Tape.

4.   Capitalized  terms used in this Amendment and not otherwise  defined herein
     shall have the same meanings given to them in the Bulk Purchase Agreement.


IN  CONSIDERATION  of the mutual  promises made in this Amendment and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto agree as follows:

1. AMENDMENTS.

The parties hereby amend the Bulk Purchase Agreement as follows:

(a) Definitions.  Article 1 to the Bulk Purchase  Agreement is amended by adding
the following definitions.

     "Agreement  Date means after the close of business  on February  26,  1999,
     with  respect to Buckets  1, 2, and 3, and after the close of  business  on
     March 31, 1999 with respect to Bucket 4."

     "Bucket 4 means the Mortgage Loans identified as "Bucket 4" in Exhibit A to
     this Agreement."

     "Tape means the electronic  tape delivered by the Seller to Cohane Rafferty
     Securities, Inc. on November 30, 1998."

(b)  Calculating  the  Purchase  Price For New Bucket 4. Section 2.2 of the Bulk
Purchase Agreement is amended by adding the following new subparagraph (d):

[CONFIDENTIAL TREATMENT REQUESTED]

(c) Data  Integrity  Issues.  Section  2.2 is  further  amended  by  adding  the
following new language at the end thereof:

   "The  Seller  acknowledges  that the  information  set  forth in the Tape was
   intended to designate all Mortgage  Loans  contained  within a single Pool to
   either  be (a)  entirely  subserviced  by the  Buyer  under  the  terms  of a
   Subservicing  Agreement  to be entered  into by and between the Buyer and the
   Seller;  or (b) entirely  the subject of Servicing  Rights to be purchased by
   the Buyer under the terms of this Agreement.

   The Seller further  acknowledges that the information in the Tape incorrectly
   included (a) certain Mortgage Loans within a single Pool to be subserviced by
   the Buyer under such Subservicing  Agreement;  and (b) certain other Mortgage
   Loans within such single Pool to be purchased by the Buyer under the terms of
   this Agreement.


   If, after  reviewing the  corrected  data in the Tape and  determining  which
   Mortgage  Loans shall be correctly  included  within each  Bucket,  the Buyer
   determines  that the value of the Servicing  Rights relating to such Mortgage
   Loans has been adversely affected, the Purchase Price Percentage(s) set forth
   in this Section 2.2 that have been so adversely  affected shall be reduced by
   the Buyer to reflect the reduction in such value."

(d) Exhibit A. Exhibit A to the Bulk Purchase Agreement is amended by adding the
following description of the Bucket 4 Mortgage Loans attached hereto as Schedule
1.

2. EFFECTIVE DATE OF AMENDMENT.

This Amendment shall be effective as of the date set forth above.

3. No Further Amendments.

Except as expressly  modified and amended by this  Amendment,  the Bulk Purchase
Agreement shall continue in full force and effect.

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
Amendment as of the day and year first above written.


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HOMESIDE LENDING, INC.

By: /s/ W. Blake Wilson
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W. Blake Wilson
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(Print Name)

Executive Vice President
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(Print Title)




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FIRST CHICAGO NBD MORTGAGE COMPANY

By: /s/ Paul H. Swan
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Paul H. Swan
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(Print Name)

President
(Print Title)