COMMERCIAL  PAPER  DEALER  AGREEMENT,  dated as of  September  11, 1998
between HOMESIDE LENDING, INC., a Florida corporation (the "Issuer"), and MORGAN
STANLEY & CO. INCORPORATED, a Delaware corporation ("MS").

         The  Issuer  intends  to issue  short-term  notes  pursuant  to Section
3(a)(3) of the Securities Act of 1933, as amended (the "1933 Act").

         The Issuer  desires to enter  into this  Agreement  with MS in order to
provide for the offer and sale of such notes in the manner described here.

         The  parties  hereto,  in  consideration  of the  premises  and  mutual
covenants herein contained, agree as follows:


1.       Definitions.

         "Business  Day" shall mean any day other than a Saturday or Sunday or a
day when banks are authorized or required by law to close in New York City.

         "Company  Information"  shall  mean the  Offering  Memorandum  (defined
below),  together with, to the extent  applicable,  information  provided by the
Issuer pursuant to Section 6(b) hereof.

         "DTC" shall mean the Depository Trust Company.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Issuing and Paying  Agent" shall mean The Chase  Manhattan  Bank,  the
issuing and paying agent under the Issuing and Paying Agency  Agreement,  or any
successor thereto.

         "Issuing and Paying Agency Agreement" shall mean the issuing and paying
agency  agreement,  dated as of  September  2, 1998  between  the Issuer and the
Issuing and Paying Agent, as the same may from time to time be amended.

         "Notes"  shall  mean  short-term   promissory   notes  of  the  Issuer,
substantially  in the form of Annex A to the Issuing and Paying Agency Agreement
in the case of certificated Notes, and represented by master notes substantially
in the form of Annex B to the Issuing and Paying Agency Agreement in the case of
book-entry Notes, issued by the Issuer from time to time pursuant to the Issuing
and Paying Agency Agreement.

         "Offering  Materials" shall mean the offering materials  concerning the
Issuer  contemplated  by Section 6 hereof,  and such offering  materials as from
time to time revised or supplemented.

         "Offering  Memorandum" shall mean the offering  memorandum with respect
to the offer and sale of the Notes (including  materials  referred to therein or
incorporated by reference therein), prepared in accordance with Section 6 hereof
and provided to purchasers or prospective purchasers of the Notes, and including
all amendments and  supplements  thereto which may be prepared from time to time
in accordance with this Agreement.

         "Person" shall mean an  individual,  a  corporation,  a partnership,  a
trust, an association or any other entity.

         "SEC" shall mean the U.S. Securities and Exchange Commission, or any 
successor thereto.


2.       Issuance and Placement of Commercial Paper Notes.

         (a) The Issuer  hereby  appoints  MS to act as the  Issuer's  dealer in
connection with the sale of the Notes in accordance  with the terms hereof,  and
MS hereby accepts such  appointment.  While (i) the Issuer has and shall have no
obligation  to permit MS to purchase any Notes for its own account or to arrange
for the  sale of the  Notes  and (ii) MS has and  shall  have no  obligation  to
purchase any Notes for MS's own account or to arrange for the sale of Notes, the
parties agree that, as to any and all Notes which MS may purchase or the sale of
which MS may arrange, such Notes will be purchased or sold by MS in reliance on,
among other things, the agreements, representations, warranties and covenants of
the  Issuer  contained  herein  on the terms and  conditions  and in the  manner
provided for herein.

         (b) If the Issuer and MS shall  agree on the terms of the  purchase  of
any  Note by MS or the  sale of any  Note  arranged  by MS  (including,  but not
limited  to,  agreement  with  respect  to the date of  issue,  purchase  price,
principal  amount,  maturity and interest rate (in the case of  interest-bearing
Notes) or  discount  rate  thereof  (in the case of Notes  issued on a  discount
basis), and appropriate  compensation for MS's services  hereunder)  pursuant to
this  Agreement,  MS shall confirm the terms of each such agreement  promptly to
the Issuer in MS's customary form, the Issuer shall cause such Note to be issued
and  delivered  in  accordance  with the terms of the Issuing and Paying  Agency
Agreement,  and  payment  for such Note  shall be made in  accordance  with such
Agreement.  The  authentication  and  delivery  of such Note by the  Issuing and
Paying  Agent shall  constitute  the  issuance  of such Note by the Issuer.  The
Issuer shall deliver Notes signed by the Issuer to the Issuing and Paying Agent,
and instructions shall be delivered to the Issuing and Paying Agent to complete,
authenticate and deliver such Notes in the manner  prescribed in the Issuing and
Paying Agency Agreement.  MS shall be entitled to compensation at such rates and
paid in such  manner as the Issuer and MS shall from time to time agree upon and
to reimbursement for MS's out-of-pocket costs and expenses,  including,  but not
limited  to,  fees  and  disbursements  of  counsel,   in  connection  with  the
preparation of this Agreement and the transactions contemplated hereby.

         (c) The Notes  may be  issued  either  in  physical  bearer  form or in
book-entry  form.  Notes in book-entry form shall be represented by master notes
registered in the name of a nominee of DTC and recorded in the book-entry system
maintained by DTC.  References to "Notes" in this Agreement  shall refer to both
physical and book-entry Notes unless the context otherwise  requires.  The Notes
may be issued  either at a  discount  or as  interest-bearing  obligations  with
interest payable at maturity in a stated amount.

         (d) Each Note  purchased by, or the sale of which is arranged  through,
MS hereunder shall (i) have a face amount of $100,000,  or an integral  multiple
of $1,000 in excess  thereof,  (ii) have a maturity  which is a Business Day not
later than the 270th day next  succeeding such Note's date of issuance and (iii)
not contain any provision for extension, renewal or automatic "rollover".


3. Representations and Warranties of the Issuer.

         (a)      The Issuer represents and warrants as follows:

         (i) The Issuer is a duly organized and validly existing  corporation in
good  standing  under  the laws of the  state of its  incorporation  and has the
corporate  power and authority to own its property,  to carry on its business as
presently being  conducted,  to execute and deliver this Agreement,  the Issuing
and Paying  Agency  Agreement,  and the Notes,  and to perform  and  observe the
conditions hereof and thereof.

         (ii) Each of this Agreement and the Issuing and Paying Agency Agreement
has been duly and validly  authorized,  executed and delivered by the Issuer and
constitutes the legal,  valid and binding agreement of the Issuer.  The issuance
and sale of Notes by the Issuer hereunder have been duly and validly  authorized
by the Issuer and, when delivered by the Issuing and Paying Agent as provided in
the Issuing and Paying Agreement, each Note will be the legal, valid and binding
obligation of the Issuer.

         (iii) The Notes are exempt from the  registration  requirements  of the
1933 Act by reason of Section 3(a)(3) thereof, and, accordingly, registration of
the Notes under the 1933 Act will not be required. Qualification of an indenture
with  respect to the Notes under the Trust  Indenture  Act of 1939,  as amended,
will not be required in connection with the offer, issuance, sale or delivery of
the Notes.

         (iv) The  Issuer is  neither  an  "investment  company"  nor a "company
controlled  by an  investment  company"  within the  meaning  of the  Investment
Company Act of 1940, as amended.

         (v) No  consent  or action  of, or filing  or  registration  with,  any
governmental or public regulatory body or authority is required to authorize, or
is otherwise required in connection with, the execution, delivery or performance
of this Agreement, the Issuing and Paying Agency Agreement or the Notes.

         (vi)  Neither the  execution  and delivery by the Issuer of any of this
Agreement,  the  Issuing  and Paying  Agency  Agreement  and the Notes,  nor the
fulfillment of or compliance with the terms and provisions  hereof or thereof by
the Issuer, will (x) result in the creation or imposition of any mortgage, lien,
charge or  encumbrance  of any nature  whatsoever  upon any of the properties or
assets of the Issuer or (y)  violate  any of the terms of the  Issuer's  charter
documents or by-laws,  any contract or instrument to which the Issuer is a party
or by which it or its property is bound, or any law or regulation, or any order,
writ,  injunction  or decree of any court of  governmental  instrumentality,  to
which the Issuer is subject or by which it or its property is bound.

         (vii) There are no actions, suits, proceedings,  claims or governmental
investigations  pending or threatened  against the Issuer or any of its officers
or  directors  or any  persons  who  control  the Issuer  (within the meaning of
Section 15 of the 1933 Act or Section  20 of the  Exchange  Act) or to which any
property of the Issuer is  subject,  which could in any way result in a material
adverse  change in the condition  (financial  or  otherwise)  of the Issuer,  or
materially  prevent or interfere  with, or materially  and adversely  affect the
Issuer's  execution,  delivery or  performance  of, any of this  Agreement,  the
Issuing and Paying Agency Agreement and the Notes.

         (viii) The initial  Offering  Materials do not, and any  amendments  or
supplements  thereto and any subsequent Offering Materials and any amendments or
supplements thereto will not, contain any untrue statement of a material fact or
omit to state a material  fact  necessary in order to make the  statements  made
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

         (b)  Each   issuance  of  Notes  by  the  Issuer   shall  be  deemed  a
representation  and warranty by the Issuer to MS, as of the date thereof,  that,
both before and after giving effect to such  issuance,  (i) the  representations
and  warranties  of the Issuer set forth in Section 3(a) hereof  remain true and
correct on and as of such date as if made on and as of such date  (except to the
extent such representations and warranties expressly relate solely to an earlier
date); (ii) the corporate  resolutions and certificate of incumbency referred to
in Section 5 hereof  remain  accurate and in full force and effect;  (iii) since
the date of the most  recent  Offering  Materials,  there  has been no  material
adverse change in the financial  condition or operations of the Issuer which has
not been  disclosed  to MS in writing;  and (iv) the Issuer is not in default of
any of its obligations hereunder,  under the issuing and Paying Agency Agreement
or under any Note.




<PAGE>


4. Covenants and Agreements of the Issuer.

                  (a) Without the prior written  consent of MS, the Issuer shall
not permit to become effective any amendment,  supplement,  waiver or consent to
or under the Issuing and Paying Agency  Agreement.  The Issuer shall give to MS,
at least 60 Business Days prior to the proposed  effective date thereof,  notice
of any proposed amendment,  supplement,  waiver or consent under the Issuing and
Paying Agency Agreement. The Issuer shall provide to MS, promptly after the same
is executed,  a copy of any  amendment,  supplement or written waiver or consent
covered by the notice  requirements  of this Section  4(a).  The Issuer  further
agrees to furnish  prior  written  notice to MS, as soon as possible  and in any
event at least 60 days prior to the  effective  date  thereof,  of any  proposed
resignation, termination or replacement of the Issuing and Paying Agent.

                  (b) The Issuer shall, whenever there shall occur any change in
the Issuer's financial condition or any development or occurrence in relation to
the Issuer that would be material to the holders of Notes or  potential  holders
of Notes,  promptly, and in any event prior to any subsequent issuance of Notes,
notify MS (by  telephone,  confirmed in writing) of such change,  development or
occurrence.

                  (c) The Issuer  covenants  and agrees  with MS that the Issuer
will promptly furnish to MS a copy of any notice,  report or other  information,
relating  to the Notes  delivered  to or from  rating  agencies  then rating the
Notes.

                  (d) The  proceeds  from the sale of Notes  will be used by the
Issuer for "current  transactions"  within the meaning of Section 3(a)(3) of the
1933 Act.

                  (e) The Issuer agrees  promptly from time to time to take such
action as MS may  reasonably  request to qualify the Notes for offering and sale
under the securities laws of such  jurisdictions as MS may request and to comply
with such laws so as to permit the  continuance of sales and resales therein for
as long as may be necessary to complete the  transactions  contemplated  hereby,
provided  that in  connection  therewith  the Issuer  shall not be  required  to
qualify  as a foreign  corporation  or to file a general  consent  to service of
process in any jurisdiction  other than consent to service of process under such
state securities laws. The Issuer also agrees to reimburse MS for any reasonable
fees or costs incurred in so qualifying the Notes.




<PAGE>


5.       Conditions Precedent.

         At or promptly after the execution of this Agreement, and as conditions
precedent to any obligations of MS hereunder, there shall have been furnished to
MS, in form and substance satisfactory to MS:

         (i)      an original or photocopy of the executed Issuing and Paying
                  Agency Agreement;

(ii)              a certified copy of  resolutions  duly adopted by the Board of
                  Directors  of  the  Issuer   authorizing   and  approving  the
                  transactions contemplated hereby;

(iii) a certificate of incumbency showing the officers and other representatives
                  of the Issuer authorized to execute Notes and to give 
                  instructions concerning the issuances of Notes;

(iv)              an opinion of counsel to the Issuer  addressed to MS as to the
                  matters set forth in  subsections  (i)-(vii)  of Section  3(a)
                  above  and as to such  other  matters  as MS shall  reasonably
                  request;

(v)               a copy of each  other  opinion  of  counsel  furnished  to any
                  Person that may be delivered in  connection  with the issuance
                  the  Notes,  including,   but  not  limited  to,  any  opinion
                  delivered  under or relating to the Issuing and Paying  Agency
                  Agreement, each of which shall be addressed to MS;

(vi)              true and correct copies of the letters  assigning  ratings and
                  of all other  correspondence  to the  Issuer  from the  rating
                  agencies that have assigned a rating to the Notes;

(vii)             a copy  of the  Offering  Materials,  including  the  Offering
                  Memorandum, approved in writing by the Issuer;

(viii)            true and correct copies of any documents relating to the Notes
                  executed by the Issuer and DTC; and

(ix)              in connection  with  issuance of Notes in  book-entry  form, a
                  copy of the master note(s) evidencing such Notes.




<PAGE>


6.       Disclosure.

         (a) The Issuer  understands that, in connection with the offer and sale
   of the Notes,  from time to time  offering  materials,  including an Offering
   Memorandum  and any other  Company  Information  approved  by the  Issuer for
   dissemination  to  purchasers  or  potential  purchasers  of the  Notes  (the
   "Offering Materials"),  will be prepared by the Issuer, relating to the Notes
   and the Issuer,  which  Offering  Materials may be  distributed to MS's sales
   personnel and to purchasers and prospective purchasers of the Notes.

         (b) To provide a basis for the  preparation  of the Offering  Materials
   and to assist in MS's ongoing credit review procedures and sale of the Notes,
   the Issuer agrees to furnish to MS, as these items become available,  (i) the
   Issuer's  most recent  report on Form 10-K filed with the SEC and each report
   on Form 10-Q or 8-K filed by the  Issuer  with the SEC since the most  recent
   Form 10-K, (ii) the Issuer's most recent annual audited financial  statements
   and each interim financial  statement or report prepared  subsequent thereto,
   if not included in item (i) above,  (iii) the  Issuer's  and its  affiliates'
   other publicly available recent reports,  including,  but not limited to, any
   publicly   available   filings  or  reports   provided  to  their  respective
   shareholders,  any national securities exchange or any rating agency, and any
   information  generally  supplied  in writing  to  securities  analysts,  (iv)
   research reports prepared by any brokerage house with respect to the Company,
   (v) any other  information  or disclosure  prepared  pursuant to Section 6(f)
   hereof,  and (vi) any other  information or document  prepared or approved by
   the Issuer for  dissemination  to purchasers  or potential  purchasers of the
   Notes. In addition,  the Issuer shall provide MS with such other  information
   as MS may reasonably  request for the purpose of its ongoing credit review of
   the Issuer.

         (c) The Issuer  recognizes  that the accuracy and  completeness  of the
Offering  Materials  are  dependent  upon the accuracy and  completeness  of the
information obtained by MS and, subject to Section 6(d) and Section 7 hereof, MS
shall not be responsible for any inaccuracy in any Offering Materials.

         (d) MS agrees that prior to the distribution of any Offering  Materials
MS will provide the Issuer with a copy thereof for the  Issuer's  approval.  The
Issuer  agrees  promptly  to notify MS in writing of the  Issuer's  approval  or
disapproval of any Offering Materials submitted to the Issuer for review. If the
Issuer has not indicated its written approval,  and has not indicated in writing
the reasons why such  approval  cannot be given,  by the 14th calendar day after
the Offering  Materials are sent to the Issuer,  the Offering Materials shall be
deemed  approved by the Issuer on such 14th day. Any such approval by the Issuer
shall be deemed to be a representation by the Issuer that the Offering Materials
(excluding any information  furnished by MS expressly for inclusion therein,  as
set forth in the sections  thereof  entitled  "MS  Affiliates"  and  "Additional
Information")  so approved do not contain an untrue statement of a material fact
nor omit to state a  material  fact  necessary  in order to make the  statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

         (e)  The  Issuer  represents  and  warrants  to MS that  the  financial
statements of the Issuer  delivered or to be delivered to MS in accordance  with
this Section 6 are or will be in accordance with generally  accepted  accounting
principles  and  practices  in  effect  in the  United  States  on the date such
statements  were or will be prepared and fairly do or will present the financial
condition  and  operations  of the  Issuer at such date and the  results  of the
Issuer's operations for the period then ended.

         (f) The Issuer further agrees to notify MS promptly upon the occurrence
of (i) any event  that would  render any fact  contained  in the  Issuer's  most
recent financial reports, as submitted to MS, untrue or misleading,  or (ii) any
event  relating  to or  affecting  the  Issuer  that  would  cause the  Offering
Materials  then in use to include an untrue  statement of a material  fact or to
omit to  state a  material  fact  necessary  in  order  to make  the  statements
contained therein, in light of the circumstances under which they were made, not
misleading.  In such event,  the Issuer  agrees to supply MS promptly  with such
information as will correct such untrue or misleading statement or omission.


7.       Indemnification.

         (a)  The  Issuer  agrees  to  indemnify  MS and its  affiliates,  their
respective  directors,  officers,  employees,  and  agents,  and each person who
controls MS or its affiliates within the meaning of the 1933 Act or the Exchange
Act and any  successor  thereto (MS and each such person being and  "Indemnified
Person") from and against any and all losses,  claims,  damages and liabilities,
joint or several,  to which such Indemnified Person may become subject under any
applicable federal or state law, or otherwise,  related to or arising out of (i)
any untrue statement or alleged untrue statement of a material fact contained in
the  Offering  Materials  or in any  information  (whether  oral or  written) or
documents  furnished or made available by the Issuer to offerees of the Notes or
any of their  representatives  or the omission or the alleged  omission to state
therein a material fact necessary to make the statements  therein not misleading
in light of the circumstances  under which they were made, or (ii) any matter or
transaction  contemplated  by this Agreement or by the engagement of MS pursuant
to, and the performance by MS of the services contemplated by, this Agreement or
by the  engagement of MS pursuant to, and the  performance by MS of the services
contemplated  by, this  Agreement and shall promptly  reimburse any  Indemnified
Person for all expenses  (including,  but not limited to, fees and disbursements
of internal and external counsel),  as they are incurred, in connection with the
investigation of,  preparation for or defense of any pending or threatened claim
or any action or proceeding arising  therefrom,  whether or not such Indemnified
Person is a party,  provided,  however,  that,  with respect to (ii), the Issuer
shall not be liable in any such case to the extent such loss,  claim,  damage or
liability is finally  judicially  determined to have resulted  primarily from an
Indemnified Person's gross negligence or willful misconduct.

         (b) Promptly after receipt by an Indemnified  Person under this Section
7 of notice of any claim or the  commencement  of any  action,  the  Indemnified
Person  shall,  if a claim in respect  thereof is to be made  against the Issuer
under  this  Section  7,  notify  the  Issuer  in  writing  of the  claim or the
commencement of that action;  provided,  however, that the failure to notify the
Issuer  shall not relieve it from any  liability  that the Issuer may have under
this  Section 7 except up to the  extent of any actual  and  material  prejudice
suffered by the Issuer as a result of such failure; and, provided, further, that
in no event shall the failure to notify the Issuer relieve it from any liability
that the  Issuer may have to an  Indemnified  Person  otherwise  than under this
Section 7. If any such claim or action shall be brought  against an  Indemnified
Person,  and it notifies  the Issuer  thereof,  the Issuer  shall be entitled to
participate  therein  and, to the extent that the Issuer  wishes,  to assume the
defense thereof with counsel reasonably  satisfactory to the Indemnified Person.
After notice from the Issuer to the Indemnified  Person of the Issuer's election
to assume the defense of such claim or action, the Issuer shall not be liable to
the  Indemnified  Person  under this  Section 7 for any legal or other  expenses
subsequently  incurred by the Indemnified  Person in connection with the defense
thereof other than reasonable  costs of  investigation.  The Issuer shall not be
liable for any  settlement  of any such action  effected  without  the  Issuer's
written  consent  (which  consent shall not be  unreasonably  withheld)  but, if
settled with the Issuer's  written  consent or if there is a final  judgment for
the  plaintiff  in any such  action,  the Issuer  agrees to  indemnify  and hold
harmless any Indemnified Person from and against any loss or liability by reason
of such settlement or judgment.

         (c) In  order  to  provide  for  just  and  equitable  contribution  in
circumstances in which the indemnification provided for in this Section 7 is for
any reason  unavailable or insufficient to hold harmless an Indemnified  Person,
other than as expressly  provided above,  the Issuer and MS shall  contribute to
the aggregate  costs of satisfying  such liability (i) in such  proportion as is
appropriate to reflect the relative  benefits received by the Issuer, on the one
hand,  and MS, on the other hand, or (ii) if the  allocation  provided by clause
(i)  above  is not  permitted  by  applicable  law,  in  such  proportion  as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the  relative  fault of the  Issuer on the one hand and MS on the
other with  respect the  statements  or omissions  which  resulted in such loss,
claim,  damage or liability or action in respect  thereof,  as well as any other
equitable  considerations.  The relative  benefits received by the Issuer on the
one hand and MS on the other with respect to such offering shall be deemed to be
in the same proportion as the aggregate proceeds to the Issuer of the Notes sold
pursuant hereto (before  deducting  expenses) bear to the aggregate  commissions
and fees earned by MS  hereunder.  The  relative  fault shall be  determined  by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates  to  information  supplied  by the  Issuer  on the one hand or MS on the
other,  the  intent of the  parties,  and their  relative  knowledge,  access to
information  and  opportunity  to correct or prevent  such untrue  statement  or
omission.  The Issuer and MS agree  that it would not be just and  equitable  if
contributions  pursuant  to this  Section  7 were to be  determined  by pro rata
allocation or by any other method of allocation  that does not take into account
the equitable  considerations  referred to herein. The amount paid or payable by
an Indemnified  Person as a result of the loss, claim,  damage or liability,  or
action in respect  thereof,  referred to above in this Section 7 shall be deemed
to include,  for purposes of this Section 7, but not be limited to, any fees and
disbursements  of  internal  and  external  counsel  reasonably  incurred  by an
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, the aggregate of all
amounts paid by MS pursuant to the  foregoing  shall not exceed the aggregate of
the commissions and fees earned by MS hereunder.

         (d) The  obligations of the Issuer in this Section 7 are in addition to
any other liability that the Issuer may otherwise have.

         (e) The  provisions of this Section 7 shall survive the  termination of
this Agreement.


8.       Notices.

         All notices required under the terms and provisions  hereof shall be in
writing,  delivered by hand, by mail (postage prepaid), or by telex,  telecopier
or telegram, and any such notice shall be effective when received at the address
specified below.


If to the Issuer:                   If to MS:

HomeSide Lending, Inc.              Morgan Stanley & Co. Incorporated
7301 Baymeadows Way                 1585 Broadway - 2nd Floor
Jackonsville, Florida  32256                New York, New York 10036
Attention:  James Krakau            Attention: Manager, Continuously Offered 
                                               Products
Fax No.:  904-281-7766              Telephone: 212-761-4000
                                            Fax No.: 212-761-0780

                                            With a copy to:

                        Morgan Stanley & Co. Incorporated
                           1585 Broadway - 16th Floor
                            New York, New York 10036
                                           Attention: Manager, Credit Department
                                           Telephone: 212-761-4902
                                           Fax: 212-761-0687



<PAGE>


or,  if to any of the  foregoing  parties  or their  successors,  at such  other
address as such party or  successor  may  designate  from time to time by notice
duly given in  accordance  with the terms of this  Section 9 to the other  party
hereto.

9.       Governing Law.

         THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE  STATE OF NEW  YORK,  WITHOUT  REGARD  TO ITS  CONFLICT  OF LAWS
PROVISIONS.


10.      Entire Agreement.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto  with  respect to the matters  covered  hereby and  supersedes  all prior
agreements and understanding between the parties.


11.      Amendment and Termination; Successors; Counterparts.

         (a) The terms of this Agreement shall not be waived, altered, modified,
amended or supplemented in any manner  whatsoever  except by written  instrument
signed by both parties  hereto.  The Issuer or MS may terminate  this  Agreement
upon at  least  30  days'  written  notice  to the  other,  provided  that  such
termination  shall not affect the  obligations  of the  parties  hereunder  with
respect  to Notes  unpaid at the time of such  termination  or with  respect  to
actions or events occurring prior to such termination.

         (b) This  Agreement  shall be binding  upon and inure to the benefit of
the  parties  hereto and their  respective  successors  and  assigns;  provided,
however,  that the Issuer may not assign, either in whole or in part, any of its
rights or obligations  under this Agreement without the prior written consent of
MS, and any such assignment  without such consent shall be null and void. MS may
assign or transfer,  either in whole or in part, any of is rights or obligations
under  this  Agreement  to any  affiliate  of MS,  upon at least 30 days'  prior
written notice to the Issuer.

         (c) This  Agreement  may be executed in several  counterparts,  each of
which shall be deemed an original hereof.


12.      Captions.

         The Captions in this  Agreement are for  convenience  of reference only
and shall not define or limit any of the terms or provisions hereof.


13.      Severability of Provisions.

         Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof or  affecting  the validity of such  provisions  in any other
jurisdiction.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.

                                            HOMESIDE LENDING, INC.


                         By:/s/James Krakau
                            Name: James Krakau
                            Title:Vice President



                        MORGAN STANLEY & CO. INCORPORATED


                        By:/s/Michael Zornberg
                              Name: Michael Zornberg
                              Title: