Exhibit 10.1







                            ASSET PURCHASE AGREEMENT



                               Dated April 1, 1998



                                 By and Between


                              Banc One Corporation
                                       and
                         Banc One Mortgage Corporation,
                                    as Seller

                                       and

                             HomeSide Lending, Inc.,
                                  as Purchaser











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                                TABLE OF CONTENTS
                                                            

                                                                            Page

ARTICLE I DEFINITIONS..........................................................2

ARTICLE II PURCHASE AND DELIVERY OF PURCHASED ASSETS; ASSUMPTION OF ASSUMED
LIABILITIES...................................................................16
         2.1      Delivery of Purchased Assets; Assumption of Assumed 
                  Liabilities.................................................16
         2.2      Purchase Price; Payment.....................................16
         2.3      Allocation of Purchase Price................................17
         2.4      Proration of Expenses.......................................17
    
ARTICLE III CLOSING, TRANSFERS AND RELATED ITEMS..............................18
         3.1      Closing and Closing Date....................................18
         3.2      Interim Servicing...........................................19
         3.3      Custodial Files.............................................19
         3.4      Assignment and Assumption Documents.........................19
         3.5      Investor Consents and Consenting Party Consents.............20
         3.6      Notices.....................................................20
         3.7      Certain Servicing and Loan Transfer Actions.................21
         3.8      Tax Service; Flood Service..................................21
         3.9      Interest Rate Adjustments...................................21
         3.10     Forwarding of Certain Items.................................22
         3.11     Interest on Custodial Accounts..............................22
         3.12     IRS Reporting...............................................22
         3.13     Further Assistance and Assurances...........................22
         3.14     Mortgage Pools..............................................23
         3.15     Other Consents..............................................23

ARTICLE IV GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER...................23
         4.1      Organization................................................24
         4.2      Authority...................................................24
         4.3      Non-Contravention...........................................24
         4.4      Consents, Approvals and Notices.............................25
         4.5      Title to and Sufficiency of Purchased Assets................25
         4.6      Existing Options............................................25
         4.7      Financial Statements; Records...............................25
         4.8      Litigation..................................................26
         4.9      Compliance with Laws; Permits and Licenses..................26
         4.10     Absence of Certain Changes or Events........................26
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         4.11     Taxes.......................................................27
         4.12     Ownership and Leases of Property............................27
         4.13     Insurance...................................................29
         4.14     Intellectual Property.......................................29
         4.15     Contracts...................................................30
         4.16     Employee Matters............................................31
         4.17     No Accrued Liabilities......................................32
         4.18     Solvency....................................................32
         4.19     Transactions with Affiliates................................32
         4.20     Brokers.....................................................32
         4.21     No Regulatory Impediment....................................32
         4.22     Statements Made.............................................33

ARTICLE V MORTGAGE BANKING AND RELATED  REPRESENTATIONS OF SELLER.............33
         5.1      Portfolios and Listed Agreements............................33
         5.2      Portfolio Information; Related Matters......................33
         5.3      Enforceability of Listed Agreements.........................34
         5.4      Compliance with Listed Agreements...........................34
         5.5      Advances and Accounts Receivable............................35
         5.6      No Recourse.................................................35
         5.7      Mortgage Loan Representations and Warranties................35
         5.8      Mortgage Banking Qualification..............................42
         5.9      Mortgage Banking Compliance.................................43
         5.10     Inquiries...................................................44
         5.11     IRS Reports.................................................44

ARTICLE VI GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER................44
         6.1      Organization................................................44
         6.2      Authority...................................................44
         6.3      Non-Contravention...........................................45
         6.4      Consents....................................................45
         6.5      Brokers.....................................................45
         6.6      No Regulatory Impediment....................................46
         6.7      Statements Made.............................................46

ARTICLE VII COVENANTS.........................................................46
         7.1      Conduct of Business.........................................46
         7.2      No Solicitation.............................................48
         7.3      Access; Confidentiality.....................................48
         7.4      Taking of Necessary Action..................................49
         7.5      Name and Marks..............................................50
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         7.6      Non-Competition and Related Matters.........................50
         7.7      Disclosure..................................................51
         7.8      Final Certification and Recertification.....................51
         7.9      Further Assurances..........................................51
         7.10     Missing Mortgage Loan Documents.............................52
         7.11     Releases....................................................52
         7.12     Non-Solicitation of Mortgagors..............................52
         7.13     Certain Liens...............................................52
         7.14     Transitional Agreement......................................52

ARTICLE VIII EMPLOYEE MATTERS.................................................53
         8.1      Certain Employee Matters....................................53

ARTICLE IX CONDITIONS TO THE CLOSING..........................................54
         9.1      Conditions of Obligation of Each Party......................54
         9.2      Additional Conditions to the Obligations of Purchaser.......54
         9.3      Additional Conditions to the Obligations of Seller..........56

ARTICLE X TERMINATION, AMENDMENT AND WAIVER...................................56
         10.1     Termination.................................................56
         10.2     Effect of Termination.......................................57

ARTICLE XI TAX MATTERS........................................................57
         11.1     Returns.....................................................57
         11.2     Contests....................................................57
         11.3     Payment of Taxes............................................58
         11.4     Notices.....................................................58
         11.5     Cooperation.................................................58
         11.6     Transfer Taxes..............................................59
         11.7     Information Returns.........................................59

ARTICLE XII INDEMNIFICATION BY SELLER.........................................59
         12.1     Indemnification.............................................59
         12.2     Indemnification Procedure...................................60
         12.3     Repurchase of Mortgage Loans and Servicing..................61
         12.4     General.....................................................62
         12.5     Allocation of Risk..........................................63
         12.6     Materiality Thresholds......................................63

ARTICLE XIII INDEMNIFICATION BY PURCHASER.....................................64
         13.1     Indemnification.............................................64
         13.2     Indemnification Procedure...................................64
         13.3     General.....................................................65
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         13.4     Allocation of Risk..........................................66

ARTICLE XIV GENERAL PROVISIONS................................................66
         14.1     Notices.....................................................66
         14.2     Interpretation..............................................68
         14.3     Amendment and Modification; Waiver..........................68
         14.4     Entire Agreement............................................68
         14.5     Fees and Expenses...........................................68
         14.6     Third Party Beneficiaries...................................68
         14.7     Certain Remedies............................................68
         14.8     Assignment; Binding Effect..................................69
         14.9     Governing Law...............................................69
         14.10    Counterparts................................................69



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DISCLOSURE SCHEDULE

Section 1(i)               -   Delinquent Loans
Section 1(ii)              -   Purchased Fixed and Other Seller Assets
Section 1(iii)             -   Purchased Accounts Receivables
Section 1(iv)              -   Purchased Advances
Section 4.4(a)             -   Consents, Authorizations, Etc.
Section 4.4(b)             -   Third Party Consents
Section 4.5(a)             -   Liens
Section 4.7                -   Financial Statements
Section 4.8(i)             -   Litigation
Section 4.8(ii)            -   Order, Judgments, Injunctions and Decrees
Section 4.9(a)             -   Applicable Laws
Section 4.9(b)             -   Permits, Licenses, Etc.
Section 4.11(a)            -   Taxes
Section 4.11(b)            -   Unexamined Tax Returns
Section 4.11(c)            -   Tax Waivers
Section 4.12(b)            -   Leased Premises Being Assumed; Consents
Section 4.12(f)(i)         -   Personal Property Leases
Section 4.12(f)(ii)        -   Consents, Etc. with respect to Personal  Property
                               Leases
Section 4.13               -   Insurance
Section 4.14               -   Intellectual Property
Section 4.15               -   Contract Restrictions
Section 4.16(a)            -   Employment Investigations
Section 4.16(b)            -   Employment Litigation
Section 4.16(d)            -   Compensation and Similar Arrangements
Section 4.19               -   Transactions with Affiliates
Section 5.1(a)             -   Servicing  and   Subservicing  Agreements/Certain
                               Mortgage  Pools
                               (Part A and Part B)
Section 5.1(b)             -   FHLMC/FNMA/GNMA Mortgage Pools;
                                 Private Investor Loans
Section 5.3(c)             -   Liens on Servicing Agreements
Section 5.4(a)             -   Listed Agreement Defaults
Section 5.4(b)             -   Listed Agreement Breached
                                 Representations and Warranties
Section 5.6                -   Recourse Loans
Section 5.7(a)             -   Repurchase Demands
Section 5.7(c)             -   Supplemental Payments
Section 5.7(d)(i)          -   Mechanics and Similar Liens
Section 5.7(d)(ii)         -   Title Insurance Claims
Section 5.7(e)             -   Advanced Funds
Section 5.7(g)             -   Mortgage Insurance
Section 5.7(k)             -   Damages to Mortgaged Property


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Section 5.7(l)             -   Mortgage Loan Certifications
Section 5.7(o)             -   Mortgage Escrow Payment Deficiencies
Section 5.7(r)(i)          -   Negative  Amortization \ Funded  Interest  Rate  
                               Buydown
Section 5.7(r)(ii)         -   Convertible Loans
Section 5.7(r)(iii)        -   Special Characteristic Loans
Section 5.7(r)(iv)         -   Condominiums and Co-ops
Section 5.7(s)             -   Soldiers and Sailors Relief Act
Section 5.8                -   Agency Approvals, Licenses, Etc.
Section 5.9(a)             -   Laws and Regulations
Section 5.9(b)             -   Custodial Account Payments\ Interest on Account
Section 5.10               -   Audits and Inquiries
Section 7.1(c)(v)          -   Class Action Settlements


EXHIBITS

Exhibit A                  -   Seller's Opinion
Exhibit B                  -   Form of Intellectual Property Assignment
Exhibit C                  -   Tape Assumptions
Exhibit D                  -   Sellers' Certificate
Exhibit E                  -   Purchaser's Certificate
Exhibit F                  -   Form of Transitional Agreement


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                            ASSET PURCHASE AGREEMENT


         ASSET PURCHASE  AGREEMENT,  dated April 1, 1998 (the "Effective Date"),
by and between Banc One Corporation,  an Ohio corporation  ("BOC"), and Banc One
Mortgage Corporation,  a Delaware corporation ("BOMC") (collectively,  "Seller")
and HomeSide Lending, Inc., a Florida corporation ("Purchaser").


                              W I T N E S S E T H :

         WHEREAS,  Seller is engaged in the business of brokering,  originating,
making,  acquiring,  selling and servicing and subservicing residential mortgage
loans and securities based on and backed by such residential mortgage loans;

         WHEREAS,  on the terms and subject to the  conditions set forth herein,
Seller  desires to sell,  and Purchaser  desires to purchase,  certain assets of
Seller that are used in connection with Seller's  servicing and  subservicing of
residential mortgage loans;

         WHEREAS,  in connection with the acquisition of the Acquired  Business,
Purchaser  agrees,  on the terms and subject to the conditions set forth herein,
to assume certain liabilities and obligations of Seller;

         WHEREAS,   simultaneously  herewith,   Seller  (or  an  Affiliate)  and
Purchaser are (either  individually or jointly as applicable)  entering into (i)
an operating  agreement  setting forth the specific terms of the origination and
servicing arrangements between Seller and Purchaser (the "Operating Agreement"),
(ii) a correspondent loan purchase agreement pursuant to which Seller shall sell
new  secondary  market  mortgage  loans to Purchaser  (the  "Correspondent  Loan
Purchase  Agreement"),  (iii) a PMSR flow  agreement,  pursuant to which  Seller
shall  sell  new  portfolio  servicing  rights  to  Purchaser  (the  "PMSR  Flow
Agreement"),  (iv) a servicing  agreement  providing  for the  servicing  of the
existing portfolio  servicing rights and the new portfolio servicing rights (the
"Servicing  Agreement"),  (v) a marketing  agreement which will govern the terms
under  which the Seller may solicit  certain  mortgagors  for certain  financial
products  and  services  (the  "Marketing   Agreement")  and  (vi)  a  delegated
underwriting agreement pursuant to which Seller will be delegated certain credit
underwriting authority by Purchaser (the "Delegated Underwriting Agreement", and
together  with  the  Operating   Agreement,   the  Correspondent  Loan  Purchase
Agreement,  the PMSR Flow  Agreement,  the  Servicing  Agreement,  the Delegated
Underwriting  Agreement  and the Marketing  Agreement,  the  "Preferred  Partner
Agreements";



<PAGE>

         WHEREAS,  prior to  Closing,  Seller and  Purchaser  will enter into an
agreement  substantially  in the form  attached  hereto  as  Exhibit F with such
modifications  as may  be  mutually  agreeable  to  Seller  and  Purchaser  (the
"Transitional  Agreement"),  pursuant to which  Seller will  continue to provide
internal services or negotiated external services to Purchaser;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and  agreements  hereinafter  set forth,  the parties  hereto agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

         In addition to terms defined elsewhere in this Agreement, the following
terms when used in this Agreement shall have the following meanings:

         "Acquired Business" means that portion of the mortgage banking business
engaged  in by Seller  consisting  of  servicing  and  subservicing  residential
mortgage loans and securities based on and backed by such  residential  mortgage
loans, but not Seller's business of originating and making residential  mortgage
loans through any retail or broker channel.

         "Acquisition Proposal" has the meaning set forth in Section 7.2 hereof.

         "Advances" means, with respect to Seller and the Servicing  Agreements,
the moneys which have been advanced by Seller on or before the Closing Date from
its funds in connection  with its servicing of the Mortgage  Loans in accordance
with applicable Regulations  (including without limitation principal,  interest,
taxes, ground rents,  assessments,  insurance premiums and other costs, fees and
expenses  pertaining to the acquisition of title to and  preservation and repair
of the Mortgaged Properties and including Foreclosure Buyout Claims).

         "Affiliate" means any entity that, directly or indirectly,  through one
or more intermediaries,  controls,  is controlled by, or is under common control
with,  another entity. For purposes of this definition,  "control",  "controlled
by", and "under common  control with" mean the direct or indirect  possession of
ordinary  voting  power  to  elect a  majority  of the  board  of  directors  or
comparable body of an entity.

         "Agency"  means FHA, VA, GNMA,  FNMA,  FHLMC,  HUD or State Agency,  as
applicable.

         "Agreement"  means  this  Asset  Purchase   Agreement,   including  the
Disclosure Schedule, the Exhibits and any other attachments hereto.

         "Applicable Law" has the meaning set forth in Section 4.3 hereof.



<PAGE>


         "Assignment of Mortgage  Instruments"  means a written instrument that,
when recorded in the appropriate  office of the local  jurisdiction in which the
related Mortgaged Property is located, will reflect the transfer of the Mortgage
identified therein from the transferor to the transferee named therein.

         "Arbitrator" has the meaning set forth in Section 2.4(b) hereof.

         "Assumed   Liabilities"   means  the   liabilities,   commitments   and
obligations of Seller  accruing on or after the Closing Date pursuant to (a) any
Listed  Agreement,  (b) any Fixed and Other Seller Asset related to the Acquired
Business,  including without limitation the Leases, Personal Property Leases and
other contracts listed on Section 2.1(a)(1) of the Disclosure Schedule,  (c) any
Purchased Advance, and (d) any Purchased Accounts Receivable; provided, however,
that Assumed Liabilities expressly does not include any liability, commitment or
obligation  (i) related in any way to (A) any  Excluded  Seller Asset or (B) any
contract or  agreement  as to which  Seller has not  obtained  any  counterparty
consent required for the assignment and assumption  thereof except to the extent
Purchaser  expressly  assumes such contract or agreement or the benefits thereof
as provided in Section 3.5, (ii) resulting from an act or omission, on or before
the Closing Date, on the part of Seller,  any Originator,  any Prior Servicer or
any other Person in violation of their  respective  obligations,  any Applicable
Law or any applicable  Regulation in connection with the items listed in clauses
(a) through  (e) or (iii)  related to any claim the basis of which is that there
was an act or omission,  on or before the Closing  Date,  on the part of Seller,
any  Originator,  any Prior  Servicer or any other  Person in violation of their
respective  obligations,  any  Applicable  Law or any  applicable  Regulation in
connection  with the items  listed in clauses (a)  through  (e),  regardless  of
whether  Seller,  any  Originator,  any Prior  Servicer  or any other  Person is
expressly identified in such claim.

         "Business  Day" means any day which is not a Saturday,  Sunday or a day
on which banks in Indiana,  Florida or New York are  authorized  or obligated by
law or executive order to be closed.

         "Buydown"  means the waiver by Purchaser  (or by or with the consent of
Seller during the Interim Period) of a portion of the indebtedness of a Mortgage
Loan,  which  can take the form of a  reduction  of the  principal,  a credit to
escrow or unapplied funds accounts,  the forgiveness of accrued  interest or any
combination of the  foregoing,  and which causes the VA to pay off the remaining
amount of the indebtedness owed and acquire the related Mortgaged Property.

         "Claim  Notice" means a written  notice of a claim for  indemnification
under Article XII, or Article XIII, as applicable.

         "Closing" has the meaning set forth in Section 3.1 hereof.



<PAGE>


         "Closing Date" has the meaning set forth in Section 3.1 hereof.

         "Code"  means  the  Internal  Revenue Code of 1986, as amended, and any
successor thereto.

         "Confidentiality  Agreement" means the letter from Banc One Corporation
to HomeSide Lending,  Inc., relating to, among other things, the confidentiality
of  certain  information  provided  by or on behalf of Banc One  Corporation  to
HomeSide Lending, Inc. with respect to Seller.

         "Conforming Conventional Loan" means a residential mortgage loan (other
than an FHA Loan, a VA Loan or a loan sold with Recourse) that is sold to, or is
serviced for, FNMA or FHLMC.

         "Contract" has the meaning set forth in Section 4.3 hereof.

         "Contract  Party" means any Person,  other than an  Investor,  who is a
party to a Servicing Agreement.

         "Conventional  Loan" means a residential  mortgage loan,  other than an
FHA Loan or VA Loan or any other loan  guaranteed  or  insured  by a  government
agency.

         "Correspondent  Loan  Purchase  Agreement" has the meaning set forth in
the recitals hereto.

         "Custodial  Account"  means all funds held or controlled by Seller with
respect to any Mortgage  Loan,  including  without  limitation all principal and
interest funds and any other funds due Investors,  buydown funds,  funds for the
payment of taxes,  assessments,  insurance  premiums,  ground  rents and similar
charges,  funds from hazard  insurance loss drafts and other mortgage escrow and
impound amounts  (including  interest thereon for the benefit of Mortgagors,  if
applicable).

         "Custodial  File" means,  with respect to a Mortgage  Loan,  all of the
documents  that must be maintained on file with a document  custodian or trustee
under applicable Regulations.

         "Damages"   means   any  and  all   assessments,   judgments,   claims,
liabilities,  losses,  costs,  damages or expenses (including without limitation
interest,  penalties and reasonable  attorneys' fees, expenses and disbursements
in connection  with an action,  suit or proceeding and the cost of any letter of
credit required by GNMA).

         "Delinquent Loans" means any Mortgage Loan with respect to which, as of
the Closing Date:


<PAGE>


                  (a) three (3) or more Mortgage Loan Payments are past due (for
         this purpose,  a Mortgage Loan is "past due" if a Mortgage Loan Payment
         due on the  first  day of the  month  is not paid  prior  to the  first
         calendar day of the next month);

                  (b) the first legal  action  necessary to be taken to commence
         proceedings  in  Foreclosure,  or a sale under power of sale,  or other
         acquisition of title to the Mortgaged  Property based upon a default by
         the Mortgagor under the Mortgage Loan Documents,  under the laws of the
         state wherein the Mortgage  Loan is to be enforced,  has been taken and
         such  proceedings  are  continuing  or  the  relevant  portions  of the
         Mortgage  Loan  Documents  have  been  delivered  to an  attorney  with
         instructions to commence Foreclosure proceedings;

                  (c) there exists a legal action in Foreclosure of the Mortgage
         Loan, or for a deficiency thereunder, with respect to which the sale of
         the  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 litigation or governmental investigation or
         inquiry  relating to the Mortgage Loan is pending that could  adversely
         affect the value of the related  Servicing  or subject the  Servicer to
         potential liability or material cost; or

                  (d) the  Mortgagor  has sought  relief under or has  otherwise
         been subjected to the federal  bankruptcy code (including chapter 7) 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 is  delinquent by one or more monthly
         payments.

A preliminary  list of Delinquent  Loans,  based on the figures  available as of
March 25,  1998,  is set forth in Section  1(i) of the  Disclosure  Schedule.  A
revised  list  showing  the  Delinquent  Loans as of the  Closing  Date shall be
provided by Purchaser  to Seller by the 5th  Business Day of the calender  month
immediately following the Closing Date.

         "Delegated  Underwriting  Agreement"  has the  meaning set forth in the
recitals hereto

         "Disclosure Schedule" means the disclosure schedule delivered by Seller
to Purchaser on the Effective Date.

         "Delivery  Commitment"  means the optional or mandatory  commitment  of
Seller to sell a  Warehouse  Loan,  Pipeline  Loan or an interest in a Warehouse
Loan or a Pipeline Loan to another Person.

         "Effective  Date"  has  the  meaning  set  forth  in  the  introductory
paragraph hereof.



<PAGE>


         "Employee   Benefit   Plan"   shall  mean  any   pension,   retirement,
post-retirement, profit-sharing, deferred compensation, bonus or incentive plan,
practice or arrangement,  whether formal or informal, any other employee benefit
program, arrangement, agreement or understanding, any medical, vision, dental or
other  health  plan and any life  insurance  or  disability  insurance  plan and
including without  limitation any "employee benefit plan," as defined in Section
3(3) of ERISA, maintained by Seller or to which Seller contributes or is a party
or is bound or under which it may have  liability  or under which  employees  of
Seller are eligible to participate or derive a benefit.

         "ERISA"  means  the Employee Retirement Income Security Act of 1974, as
amended.

         "Excluded  Seller Assets" means any asset not  constituting a Purchased
Asset, including without limitation the Pipeline Loans, the Warehouse Loans, the
Delivery Commitments and the Investment Commitments.

         "FHA" means Federal Housing Administration or any successor thereto.

         "FHA Loans" means  residential  mortgage loans which are insured or are
eligible to be insured by FHA.

         "FHLMC"  means  Federal Home Loan Mortgage Corporation or any successor
thereto.

         "FHLMC  Portfolio"  means that portion of the Servicing  Portfolio that
relates to (a) Mortgage Loans that back mortgage-backed securities issued by, or
on which the payment of principal and interest is guaranteed by, FHLMC,  or with
respect  to which  FHLMC has issued  participation  interests,  or (b)  Mortgage
Loans, or participation  interests therein,  that are owned by FHLMC, all as set
forth in Section 5.1(b) of the Disclosure Schedule.

         "FHLMC Transfer Date" means,  with respect to the FHLMC Portfolio,  the
date on which,  pursuant to the  relevant  Investor  Consent or Master  Servicer
Consent,  Purchaser becomes the servicer of the related Mortgage Loans, which is
intended to be June 16, 1998 or as soon  thereafter as the conditions to closing
are  satisfied  and  the  transfer  can  occur  in  accordance  with  applicable
Regulations.

         "File Holdback" has the meaning set forth in Section 2.2(b) hereof.

         "Financial Statements" has the meaning set forth in Section 4.7 hereof.



<PAGE>


         "Fixed and Other  Seller  Assets"  means,  with respect to the Acquired
Business, those assets constituting the specific contracts and agreements,  real
and personal property  (including Leases,  Personal Property Leases,  furniture,
fixtures,   office   equipment,   telecommunications   equipment   and  computer
equipment),   prepaid  expenses,   Intellectual  Property,   computer  software,
programs,  applications and data bases (whether  capitalized or noncapitalized),
training materials,  procedure manuals and servicing related forms and documents
and  other  assets,  in each  case  listed in  Section  1(ii) of the  Disclosure
Schedule, as the Disclosure Schedule may be updated.

         "FNMA"  means  Federal  National  Mortgage Association or any successor
thereto.

         "FNMA  Portfolio"  means that portion of the Servicing  Portfolio  that
relates to (a) Mortgage Loans that back mortgage-backed securities issued by, or
on which the payment of principal and interest is  guaranteed  by, FNMA, or with
respect to which FNMA has issued participation interests, or (b) Mortgage Loans,
or  participation  interests  therein,  that are owned by FNMA,  as set forth in
Section 5.1(b) of the Disclosure Schedule.

         "FNMA Transfer  Date" means,  with respect to the FNMA  Portfolio,  the
date on which,  pursuant to the  relevant  Investor  Consent or Master  Servicer
Consent,  Purchaser becomes the servicer of the related Mortgage Loans, which is
intended to be June 30, 1998 or as soon  thereafter as the conditions to closing
are  satisfied  and  the  transfer  can  occur  in  accordance  with  applicable
Regulations.

         "Foreclosure" means the process culminating in the acquisition of title
to a  Mortgaged  Property  in a  foreclosure  sale  or  by a  deed  in  lieu  of
foreclosure  or  pursuant  to  any  other  comparable  procedure  allowed  under
applicable Regulations.

         "Foreclosure Buyout Claims" means  reimbursement  claims for principal,
interest  and/or  other  amounts  paid by  Seller  to GNMA  in  accordance  with
applicable  Regulations  for  the  buyout  of an  FHA  or  VA  loan  subject  to
Foreclosure.

         "GAAP" means  generally  accepted  accounting  principles in the United
States which, unless otherwise indicated, are applied on a consistent basis.

         "GNMA" means Government National Mortgage Association or any  successor
thereto.

         "GNMA  Portfolio"  means that portion of the Servicing  Portfolio  that
relates to  Mortgage  Loans that back  mortgage-backed  securities  on which the
payment of principal and interest is guaranteed by GNMA, as set forth in Section
5.1(b) of the Disclosure Schedule.

         "GNMA Transfer  Date" means,  with respect to the GNMA  Portfolio,  the
date on which,  pursuant to the  relevant  Investor  Consent or Master  Servicer
Consent, Purchaser becomes the issuer of record, which is intended to be July 1,
1998 or as soon  thereafter  as the  conditions to closing are satisfied and the
transfer can occur in accordance with applicable Regulations.


<PAGE>


         "Governmental  Authority"  means any Agency or other federal,  state or
local governmental commission,  board or other regulatory authority or agency of
the United States or Australia.

         "Home Equity Loan" means a residential mortgage loan secured by a first
or  junior  lien on  residential  real  property  that was not used  for,  or to
refinance a loan use for, the  acquisition or initial  construction of such real
property.

         "HUD" means United States  Department of Housing and Urban  Development
or any successor thereto.

         "Indemnified Seller Entities" as the meaning set forth in Section  13.1
hereof.

         "Indemnified  Purchaser  Entities" has the meaning set forth in Section
12.1 hereof.

         "Insurer" means,  with respect to the Acquired  Business,  (i) a Person
who insures or guarantees all or any portion of the risk of loss on any Mortgage
Loan,  including  without  limitation  any  Agency and any  provider  of private
mortgage  insurance,  standard hazard  insurance,  flood  insurance,  earthquake
insurance  or title  insurance  with  respect  to any  Mortgage  Loan or related
Mortgaged  Property  or (ii) a Person  who  provides,  with  respect to a Listed
Agreement or an applicable  Regulation,  any fidelity bond,  direct surety bond,
letter of credit,  other credit  enhancement  instrument or errors and omissions
policy.

         "Intellectual  Property"  has  the meaning set forth in Section 4.14(a)
hereof.

         "Intellectual Property Assignment" has the meaning set forth in Section
7.5 hereof.

         "Interim  Period" means the period of time between the Closing Date and
the applicable Transfer Date.

         "Investment Commitment" means the optional or mandatory commitment of a
Person to  purchase a  Warehouse  Loan,  a  Pipeline  Loan or an  interest  in a
Warehouse Loan or a Pipeline Loan owned or to be acquired by Seller.

         "Investor" means, with respect to the Servicing Portfolio, FHLMC, FNMA,
GNMA, a State Agency,  Seller or an Affiliate thereof, a Private Investor or any
other  Person who owns or holds  Mortgage  Loans,  serviced  or  subserviced  by
Seller, pursuant to a Servicing Agreement, as applicable.



<PAGE>


         "Investor Consent" means, (i) as to the GNMA Portfolio, receipt of both
a letter from GNMA  approving the transfer of all of the Servicing  with respect
to the GNMA  Portfolio  from Seller to  Purchaser  and an  assignment  agreement
(Appendix 52 of the GNMA MBS Guide) executed by a duly authorized GNMA official,
(ii) as to the FNMA  Portfolio,  receipt of a Consent for  Transfer of Servicing
Portfolio  Agreement   Guaranteed  Mortgage  Backed  Securities  Pools  and  MBS
Portfolio  Loans (Form 629 and  attachments)  executed by a duly authorized FNMA
official, (iii) as to the FHLMC Portfolio,  receipt of a Consent for Transfer of
Servicing  Portfolio  Agreement (Form 981, Agreement for Subsequent  Transfer of
Servicing)  executed  by a duly  authorized  FHLMC  official  and (iv) as to the
Private Investor Portfolio, receipt of a letter from the applicable Investor.

         "IRS"  means the  Internal  Revenue  Service  of the  United  States of
America or any successor agency or authority.

         "Lease" has the meaning set forth in Section 4.12(b) hereof.

         "Leased Premises" has the meaning set forth in Section 4.12(b) hereof.

         "Licenses" has the meaning set forth in Section 5.8 hereof.

         "Lien" means any mortgage, pledge, lien, charge or other encumbrance.

         "Listed  Agreement" means, with respect to the Acquired  Business,  the
Servicing  Agreements and  Subservicing  Agreements  listed in Part A of Section
5.1(a) of the Disclosure  Schedule,  as the Disclosure  Schedule may be updated,
but not those listed in Part B thereof..

         "Litigation" has the meaning set forth in Section 4.8 hereof.

         "Loan  Application"  means an  application  for a mortgage  loan, to be
secured by a first-lien on a one- to four-family  residential property, that has
been taken or is being  processed  by Seller as of the Closing  Date but that is
not a Pipeline Loan and has not, as of the Closing Date,  resulted in a Mortgage
Loan.

         "Master  Servicer  Consent"  means the  consent of any master  servicer
under a subservicing contract with Seller constituting part of the Servicing.

         "Marketing Agreement" has the meaning set forth in the recitals hereto.



<PAGE>


         "Material  Adverse  Effect" means any effect (other than as a result of
changes in prevailing interest rates, in general economic  conditions  affecting
the industry or industries in which the Acquired Business operates, or in law or
applicable regulations or the official  interpretations thereof or in GAAP) that
is, or could  reasonably  be expected to be,  individually  or together with all
other relevant effects, materially adverse to (i) the Purchased Assets, (ii) the
business,  operations  (including  financial results) or condition (financial or
other) of the  Acquired  Business  or (iii) the ability of Seller to perform its
respective obligations under this Agreement.

         "Mortgage"  means with respect to a Mortgage Loan, a mortgage,  deed of
trust or other  security  instrument  creating a lien upon real property and any
other property  described  therein which secures a Mortgage Note,  together with
any assignment, reinstatement, extension, endorsement or modification thereof.

         "Mortgage Escrow  Payments" means the portion,  if any, of the Mortgage
Loan Payment in connection  with a Mortgage  Loan that,  pursuant to the related
Mortgage Loan Documents,  must be made by a Mortgagor for deposit in a Custodial
Account  for the  payment  of  real  estate  taxes  and  assessments,  insurance
premiums, ground rents and similar items.

         "Mortgage Loan" means a residential mortgage loan (i) that is evidenced
by a Mortgage Note and secured by a Mortgage,  (ii) with respect to which Seller
owns the  Servicing  as of the  Closing  Date and (iii) which is included in the
Servicing Portfolio.

         "Mortgage  Loan  Documents"  means  the  Custodial  File and all  other
documents  relating to  Mortgage  Loans  required  to  document  and service the
Mortgage Loans by applicable  Regulations,  whether on hard copy,  microfiche or
its equivalent or in electronic format and, to the extent required by applicable
Regulations, credit and closing packages and disclosures.

         "Mortgage  Loan Payment"  means,  with respect to a Mortgage  Loan, the
amount  of  each  scheduled  installment  on such  Mortgage  Loan,  whether  for
principal,  interest,  escrow or other purpose, required or permitted to be paid
by the Mortgagor in accordance with the terms of the Mortgage Loan Documents.

         "Mortgage  Note" means,  with respect to a Mortgage  Loan, a promissory
note or notes, or other evidence of indebtedness,  with respect to such Mortgage
Loan  secured  by  a  Mortgage  or  Mortgages,  together  with  any  assignment,
reinstatement, extension, endorsement or modification thereof.

         "Mortgage  Pool" means a group of residential  mortgage loans that have
been  pledged,  granted  or sold to  secure  or  support  payments  on  specific
mortgage-backed securities or specific participation certificates.

         "Mortgaged  Property" means the improved residential real property that
secures a Mortgage Note and that is subject to a Mortgage.

         "Mortgagor" means the obligor(s) on a Mortgage Note.



<PAGE>


          "No Bid" means a delinquent Mortgage Loan with respect to which the VA
has  notified  Purchaser or Seller that the VA intends to exercise its option to
pay the amount  guaranteed  by the VA (and  leave the  Mortgaged  Property  with
Purchaser or Seller).

         "Operating Agreement" has the meaning set forth in the recitals hereto.

         "Originator"  means,  with respect to any Mortgage  Loan, the entity or
entities that (i) took the relevant Mortgagor's loan application, (ii) processed
the relevant  Mortgagor's  loan  application  or (iii) closed and/or funded such
Mortgage Loan.

         "Other Materials" has the meaning set forth in Section 3.10.

         "Permit" has the meaning set forth in Section 4.9(b) hereof.

         "Person" means any individual,  partnership, join venture, corporation,
trust, unincorporated organization, government or other entity.

         "Personal Property Lease" has the meaning set  forth in Section 4.12(f)
hereof.

         "Pipeline  Loan"  means  each of  those  pending  mortgage  loans to be
secured by a first priority mortgage lien on a one- to four- family  residential
property  (i) with  respect  to which  Seller  has (a)  issued a  commitment  or
otherwise  agreed  with an  applicant  to fund,  (b)  determined  to  fund,  (c)
committed to a specified  interest  rate or (d) issued a  commitment  (including
without  limitation  bulk  commitments  and  assignments of trades) or otherwise
agreed with a correspondent originator or purchaser to purchase (including those
mortgage  loans which are pending with a  correspondent  originator or purchaser
and which otherwise meet Seller's  acquisition criteria for such mortgage loans)
and (ii) which has not closed (or been purchased from the  correspondent)  as of
the Closing Date.

         "PMSR Flow Agreement" has the meaning set forth in the recitals hereto.

         "Pre-Closing  Periods"  has  the  meaning  set forth in Section 11.3(a)
hereof.

         "Preferred  Partner  Agreements"  has  the  meaning  set  forth  in the
recitals hereto.

         "Prior  Servicer" means any party that was a servicer or subservicer of
any Mortgage Loan before Seller or the current Servicer,  as applicable,  became
the servicer or subservicer of the Mortgage Loan.

         "Private Investors" means Investors which are not Agencies.



<PAGE>


         "Private Investor Consent" means the consent of any Private Investor to
a transfer of its Servicing to Purchaser.

         "Private  Investor  Consent  Holdback"  has  the  meaning  set forth in
Section 2.2(b)(ii) hereof.

         "Private  Investor  Portfolio"  means  that  portion  of the  Servicing
Portfolio  that  relates to Mortgage  Loans owned by Private  Investors,  as set
forth in Section 5.1(b) of the Disclosure Schedule.

         "Private  Investor  Transfer  Date" means,  with respect to the Private
Investor Portfolio, the date on which, pursuant to the relevant Private Investor
Consent,  Purchaser becomes the servicer of the related Mortgage Loans, which is
intended to be June 30, 1998 or as soon  thereafter as the conditions to closing
are  satisfied  and  the  transfer  can  occur  in  accordance  with  applicable
Regulations.

         "Prospective  Employee"  has  the  meaning  set forth in Section 8.1(a)
hereof.

         "Prospective  Employees  List"  has  the  meaning  set forth in Section
8.1(a) hereof.

         "Purchase Price" has the meaning set forth in Section 2.2 hereof.

         "Purchase  Price  Percentage"  has  the  meaning  set  forth in Section
12.3(b) hereof.

         "Purchased Accounts  Receivable" means those accrued interest and other
accounts  receivable  of Seller  relating to the Acquired  Business or Purchased
Assets as of the Closing Date, as detailed in Section  1(iii) of the  Disclosure
Schedule.

         "Purchased  Advances"  means those Advances of Seller as of the Closing
Date, as detailed in Section 1(iv) of the Disclosure Schedule,  in each case for
which  Seller  has a  right  of  reimbursement  from  Mortgagors,  Investors  or
otherwise.

         "Purchased  Assets" means,  without  duplication,  all right, title and
interest in, to and under (a) each Listed Agreement, (b) the Purchased Advances,
(c) the Purchased  Accounts  Receivable,  (d) the Fixed and Other Seller Assets,
and (e) the Mortgage Loan Documents.
         "Purchaser"  has  the  meaning  set forth in the introductory paragraph
hereof.

         "Purchaser  Transfer Date  Representations  and  Warranties"  means the
representations  and warranties of Purchaser set forth in Sections 6.1, 6.2, 6.3
and 6.4 hereof.



<PAGE>


         "Rating  Agency" means any  nationally  recognized  statistical  credit
agency that at the time of any determination thereof has outstanding a rating on
one or more classes of mortgage-backed  securities or asset-backed securities at
the  request  of  any  issuer  of  mortgage-backed  securities  or  asset-backed
securities.

         "Recourse"  means any  arrangement  pursuant to which  Seller bears the
risk of any part of the ultimate  credit losses  incurred in  connection  with a
default under or Foreclosure of a Mortgage Loan not owned by Seller. The parties
hereto   acknowledge  that  no  Recourse  results  from  or  arises  under  GNMA
Regulations.

         "Regulation"  means and  includes,  as of the time of  reference,  with
respect to the Mortgage Loans and the Servicing under the Servicing  Agreements,
all  of  the  following:  (i)  all  contractual  obligations  of  Seller  or any
Originator  or Prior  Servicer  with  respect to Servicing  under any  Servicing
Agreement,  Mortgage Note,  Mortgage and other Mortgage Loan Document,  (ii) all
applicable federal, state and local legal and regulatory requirements (including
statutes,  rules,  regulations  and  ordinances)  binding  upon  Seller  or  any
Originator  or Prior  Servicer,  (iii) all  other  applicable  requirements  and
guidelines of each governmental agency, board,  commission,  instrumentality and
other  governmental or  quasi-governmental  body or office having  jurisdiction,
including without  limitation those of any Investor and any Insurer and (iv) all
other applicable judicial and administrative  judgments,  orders,  stipulations,
awards, writs and injunctions.

         "Regulatory Authorization" means any consent,  authorization,  order or
approval  of,  filing  or  registration   with,  or  notice  to  any  applicable
Governmental  Authority  (or,  where  legally  permissible,  any  waiver  of  or
exemption from the foregoing by such Governmental Authority).

         "REO" means any residential  real property owned by Seller (whether for
its  own  account  or on  behalf  of an  Investor,  FHA or VA as a  result  of a
Foreclosure).

         "Seller"  has  the  meaning  set  forth  in  the introductory paragraph
hereof.

         "Seller  Transfer  Date   Representations  and  Warranties"  means  the
representations  and  warranties  of Seller set forth in Sections 4.1, 4.2, 4.3,
4.4, 4.5 and 4.18.

         "Seller's  Knowledge"  means the actual  knowledge  of the  management,
officers  and  directors  of the  Seller  party  making  the  representation  or
warranty,  and the  knowledge  that the  management,  officers and  directors of
Seller  reasonably  should  possess in the prudent  conduct of mortgage  banking
business, at the time of any determination thereof.

         "Servicer" means the Person responsible for performing the servicing or
subservicing  functions in connection  with a Mortgage Loan in or related to the
Servicing Portfolio.



<PAGE>


         "Servicing" means residential  mortgage loan servicing and subservicing
rights and obligations including without limitation one or more of the following
functions  (or a portion  thereof):  (i) the  administration  and  collection of
payments for the reduction of principal  and/or the application of interest on a
residential  mortgage loan;  (ii) the collection of payments on account of taxes
and  insurance;  (iii) the  remittance  of  appropriate  portions  of  collected
payments;  (iv) the provision of full escrow administration;  (v) the pursuit of
foreclosure and alternate  remedies against a related  Mortgaged  Property;  and
(vi) the  administration  and  liquidation  of REO,  together  with the right to
receive the  Servicing  Compensation  and any  ancillary  fees  arising  from or
connected to the Mortgage Loans, the benefit of the related  Custodial  Accounts
and any other  related  accounts  maintained  by Seller  pursuant to  applicable
Regulations and, in each case, all rights, powers and privileges incident to any
of the foregoing,  and expressly  includes the related Custodial  Accounts,  the
Mortgage  Loan  Documents  and the right to enter into  arrangements  with third
parties that generate  ancillary  fees and benefits with respect to the Mortgage
Loans.

         "Servicing Agreement" means an agreement between an Investor and Seller
pursuant to which Seller owns the Servicing and services  Mortgage  Loans in the
Servicing Portfolio.

         "Servicing  Compensation"  means  any  servicing  fees  and any  excess
servicing  compensation  which  Seller is  entitled  to receive  pursuant to any
Servicing Agreement.

         "Servicing Portfolio" means the Servicing to the Mortgage Loans.

         "State Agency" means any state agency or other entity with authority to
regulate  the  mortgage-related   activities  of  Seller  or  to  determine  the
investment or servicing  requirements  with regard to mortgage loan origination,
purchasing,  servicing, master servicing or certificate administration performed
by Seller.

         "Subservicing  Agreements" means an agreement with a master servicer to
subservice  mortgage loans,  including without limitation the agreement with CDC
Servicing Inc., dated May 31, 1996.

         "Tape Date" means February 28, 1998.

         "Tax"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts, gains, license, payroll,  employment,  excise, severance,  production,
stamp,  occupation,  premium,  windfall profits,  environmental (including taxes
under  Code Sec.  59A),  customs  duties,  capital  stock,  franchise,  profits,
withholding,  social  security  (or  similar),  unemployment,  disability,  real
property, occupancy, personal property, sales, use transfer, registration, value
added,  alternative  or  add-on  minimum,  estimated,  or other  tax of any kind
whatsoever,  including  any  interest,  penalty,  or addition  thereto  (and any
penalty,  fine or similar amounts related to any information return or reporting
obligation  notwithstanding that no tax is otherwise payable or such obligations
are properly discharged), whether disputed or not.


<PAGE>


         "Tax Returns" means any returns, estimates,  extensions,  declarations,
reports,  claims for refunds,  information,  returns or  statements  relating to
Taxes, including any schedule or attachment thereto, and including any amendment
thereof.

         "Third  Party  Consents"  means any consent,  authorization,  approval,
waiver,  order,  license,  certificate or permit or act of or from, or notice to
any Rating  Agency,  any party to any  Contract to which Seller is a party or by
which  any of its  assets or  properties  are  bound or  affected,  or any other
Person.

         "Transfer  Date" means,  with respect to the Mortgage  Loans,  the FNMA
Transfer  Date,  the GNMA Transfer  Date,  the Private  Investor  Transfer Date,
and/or the FHLMC Transfer Date, as the context may permit or require.

         "Transfer  Instructions" means the Transfer Instructions  substantially
in accordance with transfer  instructions  previously  furnished by Purchaser to
Seller in connection  with the bulk sale agreement  between Seller and Purchaser
dated October 1, 1997,  with such changes as Purchaser or Seller may  reasonably
require to reflect the transactions contemplated by this Agreement.

         "Transfer Taxes" has the meaning set forth in Section 11.6 hereof.

         "Transitional  Agreement"  has  the  meaning  set forth in the recitals
hereto.

         "VA"  means  the  United  States  Department of Veteran Affairs and any
successor thereto.

         "VA Loans" means residential mortgage loans which are guaranteed or are
eligible to be guaranteed by VA.

         "Warehouse  Loan" means a  residential  mortgage  loan  evidenced  by a
Mortgage Note and secured by a Mortgage that is owned by Seller.

         "WARN Act" means the Worker Adjustment and Retraining  Notification Act
of 1988, as amended.




<PAGE>


                                   ARTICLE II

                   PURCHASE AND DELIVERY OF PURCHASED ASSETS;
                        ASSUMPTION OF ASSUMED LIABILITIES

         II.1 Delivery of Purchased Assets;  Assumption of Assumed  Liabilities.
(a) On the terms and subject to the conditions of this Agreement,  Seller shall,
at the Closing on the Closing Date,  (i) sell,  transfer,  assign and deliver to
Purchaser,  and  cause  to be  sold,  transferred,  assigned  and  delivered  to
Purchaser, as applicable,  all right, title and interest of Seller in and to all
of the  Purchased  Assets  other  than the  Servicing  Portfolio  and (ii) sell,
transfer,  assign and  deliver to  Purchaser  all right,  title and  interest of
Seller (other than actual legal title) in and to the Servicing Portfolio. On the
terms and subject to the  conditions of this  Agreement,  Seller shall,  on each
applicable Transfer Date, sell, transfer, assign and deliver to Purchaser actual
legal  title  in and to the  relevant  portion(s)  of the  Servicing  Portfolio.
Notwithstanding the transfer of legal title to any Servicing Portfolio after the
Closing Date, as of the day after the Closing Date, except as otherwise provided
herein,  Purchaser shall be entitled to all of the economic  benefits,  and bear
the economic burdens, associated with the Servicing Portfolio.

         (bi On the terms  and  subject  to the  conditions  of this  Agreement,
Purchaser  shall,  at the  Closing on the Closing  Date,  assume all the Assumed
Liabilities.  Purchaser assumes no other liability of Seller or any other Person
pursuant to this Agreement other than the Assumed Liabilities.

         II.2 Purchase Price;  Payment.  (a) In consideration  for the Purchased
Assets,  Purchaser shall assume the Assumed Liabilities and pay a purchase price
equal to  $201,000,000.00  (two  hundred one  million  dollars)  (the  "Purchase
Price").

         (bi On the terms and subject to the conditions of this  Agreement,  and
against  delivery  of the  Purchased  Assets  as  provided  in  Section  2.1(a),
Purchaser  shall pay, or cause to be paid,  at the Closing on the Closing  Date,
subject to the Private Investor  Consent Holdback defined in Section  2.2(b)(ii)
below,  an amount equal to 91% of the Purchase  Price.  All payments  under this
Section 2.2 shall be made by wire transfer of immediately  available  funds,  to
such account as Seller shall designate to Purchaser.  The remaining nine percent
(9%) of the  Purchase  Price  (the "File  Holdback")  and the  Private  Investor
Consent  Holdback  shall be  retained  by  Purchaser  and applied or released as
follows:



<PAGE>


         (i0 Purchaser  shall release the File Holdback to Seller pro rata based
upon the  percentage of Mortgage  Loans  verified by the Purchaser for which all
File Holdback Documents have been delivered (i.e., released amount is determined
by  reference  to the  number of those  Mortgage  Loans for which the Seller has
completed its document  follow-up  obligations over the total number of Mortgage
Loans in the  Servicing  Portfolio).  Within  ninety  (90)  days  following  the
applicable  Transfer Date, the Purchaser will complete an initial  verification,
provide  a report  listing  the  Mortgage  Loans  for  which  all File  Holdback
Documents  have been  delivered and release the  appropriate  amount of the File
Holdback to the Seller.  After the initial  verification,  the  Purchaser  shall
provide  the Seller  with a report no later than the 15th day of each month that
includes the following  information:  (i) a list of all Mortgage Loans for which
all File Holdback  Documents have been delivered,  (ii) a list of those Mortgage
loans for which File Holdback Documents are outstanding,  with an itemization of
the  respective  File  Holdback  Documents  yet to be  delivered  for each  such
Mortgage loan, and (iii) the amount of the File Holdback to be released based on
the results of such monthly report,  which amount shall be paid to Seller on the
last Business Day of the month; provided, however, that for a period of 180 days
following the applicable Transfer Date,  Purchaser's failure to deliver any such
list or  omission  of one or more  items  from any such  lists  shall not affect
Seller's  obligation  hereunder to provide the documents and records required by
this  Agreement.  In no event shall more than  ninety-nine  percent (99%) of the
Purchase  Price be paid to the Seller  until all  Holdback  Documents  have been
delivered to the Purchaser.

         (ii0 With  respect to the  required  Private  Investor  Consents  which
Purchaser has not received as of the Closing Date,  Purchaser  shall retain,  in
addition  to the File  Holdback,  an amount  equal to the  difference  of (A) $4
million, less (B) $4 million multiplied by a fraction, the numerator of which is
the unpaid  principal  balance of the Mortgage Loans for which Private  Investor
Consents have been received as of the Closing Date and the  denominator of which
is the unpaid  principal  balance of the Private  Investor  Portfolio  as of the
Effective  Date (the  "Private  Investor  Consent  Holdback").  As each required
Private  Investor  Consent is  received,  Purchaser  shall  release or apply the
Private  Investor  Consent  Holdback  to  Seller  pro rata  based on the  unpaid
principal  balance of the  Mortgage  Loans for which such  consent was  received
(i.e.,  released  amount is  determined  by reference to the ratio of the unpaid
principal  balance of those Mortgage Loans for which  Purchaser has received the
Private  Investor  Consent  since the  Closing  Date over the  unpaid  principal
balance  of all the  Mortgage  loans for which a Private  Investor  Consent  was
required  but which had not been  received  as of the Closing  Date).  Purchaser
shall  also be  entitled  to apply the  Private  Investor  Consent  Holdback  as
provided in Section 3.5(b) hereof.

         II.3 Allocation of Purchase Price. Seller and Purchaser hereby agree to
allocate  the Purchase  Price and the Assumed  Liabilities  among the  Purchased
Assets in  accordance  with Section 1060 of the Code and to file, or cause to be
filed,  timely any  information  that may be required  pursuant  to  regulations
promulgated under the Code.



<PAGE>


         II.4  Proration  of  Expenses.  (a)  Except as  otherwise  specifically
provided in this  Agreement,  it is the  intention  of the  parties  hereto that
Seller  shall  operate  for its own  account  the  Acquired  Business  until the
effective time of Closing and that  Purchaser  shall operate for its own account
the Acquired  Business,  after the effective  time of Closing.  Thus,  except as
otherwise specifically provided in this Agreement, with respect to the Purchased
Assets and Assumed Liabilities,  items of expense,  including without limitation
non-owner  occupation  fees,  payments of amounts due under  service  contracts,
payments of rent, taxes,  utilities and other amounts required to be paid by the
tenant under leases,  and all personal property taxes applicable to the personal
property to be transferred hereunder, shall be prorated to the effective time of
Closing.  On or before the Closing Date, an estimated  settlement or settlements
of all such  prorated  items shall be made,  which  estimated  settlement  shall
include  reimbursement  to Seller for any  security  deposits  theretofore  made
pursuant to any lease which is assigned or is to be assigned hereunder,  as well
as any  security  deposits  made or to be made by  Seller  in  respect  of other
Purchased Assets or Assumed Liabilities, all of which security deposits shall be
held, on and after the Closing Date, for the benefit of Purchaser. Such estimate
shall include all computations  made by Seller in determining such amounts,  and
all information  used by Seller in connection with such  computation.  If, after
reviewing the computations  and such  information,  Purchaser  believes that any
amount set forth therein was calculated  incorrectly,  Purchaser shall so notify
Seller and  Purchaser  and Seller shall  cooperate in good faith to determine an
agreed upon amount. As soon as practicable after the Closing Date (but not later
than 75 days  thereafter,  except as  provided in Section  2.4(b)),  the parties
shall make a final  settlement as to the items to be prorated under this Section
2.4.

         (bi Any dispute which may arise between  Seller and Purchaser as to the
calculation  of any part of the  proration  shall be  resolved  by  negotiations
between  Seller and  Purchaser.  If thirty (30) days after the Closing Date, the
disputed issues have not been resolved, such unresolved issues shall be referred
by the party  disputing the item in question to a "Big Six" accounting firm (the
"Arbitrator")  that does not represent any of the parties hereto in any material
capacity,  which  shall act as  arbitrator  and shall issue its report as to the
disputed  issues within sixty (60) days after such dispute is so referred.  Each
of the parties hereto shall bear its respective costs and expenses in connection
with such  arbitration,  except  that the fees and  expenses  of the  Arbitrator
hereunder  shall be born equally by Seller and  Purchaser.  This  provision  for
arbitration shall be specifically enforceable by the parties and the decision of
the  Arbitrator  in  accordance  with the  provisions  hereof shall be final and
binding and there shall be no right of appeal therefrom.


                                   ARTICLE III

                      CLOSING, TRANSFERS AND RELATED ITEMS



<PAGE>


         III.1 Closing and Closing Date.  Unless this Agreement  shall have been
terminated  and the  transactions  herein  abandoned  pursuant to Section  10.1,
subject to the  provisions  of Article X, the  closing  (the  "Closing")  of the
purchase and sale of Purchased Assets, the assumption of the Assumed Liabilities
and the payment of the amounts required to be paid pursuant to Section 2.2 shall
take  place at the  offices  of Banc One  Mortgage  Corporation  at 10:00  a.m.,
Indianapolis  time, no later than seven (7) Business Days after the satisfaction
or waiver of the conditions set forth in Section 9.2(c),  or at such other place
and time and on such other date as the parties may agree in writing. The date on
which the Closing occurs is herein called the "Closing Date". The parties hereby
agree that the  effective  time of Closing for all purposes  shall be 11:59 P.M.
Indianapolis  time, on the Closing Date or such other time as shall be agreed to
by the parties.

         III.2  Interim  Servicing.  During the  Interim  Period,  Seller  shall
subservice  the  Mortgage  Loans on  behalf  of  Purchaser  in  accordance  with
applicable   Regulations  and  subject  to  the  supervision  and  direction  of
Purchaser.  Purchaser shall be entitled to the entire Servicing Compensation and
any related  ancillary  income  derived  from the  Servicing as and when payable
under the Servicing Agreements.  In addition,  while the Custodial Accounts will
be held by Seller during the Interim Period,  Purchaser shall be entitled to the
economic benefits associated with the Custodial  Accounts,  the details of which
will be outlined in the Transitional Agreement.

         III.3  Custodial  Files.  Within  three  (3)  Business  Days  after the
applicable Transfer Dates, Seller shall deliver the Custodial Files with respect
to the  Servicing  Portfolio  to a document  custodian  selected by Purchaser in
accordance with applicable Regulations.

         III.4 Assignment and Assumption Documents. (a) On the Closing Date, (i)
Seller shall deliver to Purchaser such instruments of sale, assignment, transfer
and  conveyance,   including  without   limitation  the  Intellectual   Property
Assignment  required  pursuant to Section 7.5 hereof,  and do such other acts as
are  reasonably  necessary to  effectuate  the sale,  transfer,  assignment  and
delivery to Purchaser  of the right,  title and interest of Seller in and to the
Purchased Assets to be sold, transferred, assigned and delivered to Purchaser on
such date  pursuant to Section 2.1 and (ii)  Purchaser  shall  deliver to Seller
such instruments of assumption, and do or cause to be done by third parties such
other acts as are reasonably necessary to effectuate the assumption by Purchaser
of the Assumed  Liabilities without any increase in cost or expense by Purchaser
or the imposition of any additional  burdensome terms or conditions.  Within the
time period required by the applicable  Investor with respect to each applicable
Transfer  Date,  (or, if Seller  shall not have  retained a third party  service
provider to prepare  Assignments  of Mortgage  Instruments,  on or prior to each
applicable Transfer Date), Seller shall deliver to Purchaser such instruments of
sale,  assignment,  transfer and  conveyance  as are required by the  applicable
Investor,  and deliver such other  instruments and do such other acts reasonably
necessary to effectuate the sale, transfer, assignment and delivery to Purchaser
of the actual  legal  title of Seller in and to the  related  portion(s)  of the
Servicing Portfolio on such Transfer Date pursuant to Section 2.1.



<PAGE>


         (bi Without limiting the foregoing,  within the time period provided by
the applicable  Investor with respect to each  applicable  Transfer Date (or, if
Seller  shall not have  retained  a third  party  service  provider  to  prepare
Assignments of Mortgage  Instruments,  on or prior to each  applicable  Transfer
Date),  Seller shall,  at its expense,  promptly take each such action as may be
necessary  to  transfer  all of its  right,  title  and  interest  in and to the
Mortgage  Loans  including  the  Servicing but not the ownership of the Mortgage
Note and  Mortgage  of  Mortgage  Loans  owned by  Seller or its  Affiliates  as
Investors to  Purchaser,  including  (i) endorsing or causing to be endorsed the
related Mortgage Notes to Purchaser without recourse,  (ii) preparing or causing
to be  prepared  Assignments  of  Mortgage  Instruments,  assigning  the related
Mortgages  from Seller to Purchaser  and preparing or causing to be prepared all
prior intervening  Assignments of Mortgage Instruments as required by applicable
Regulations with respect to Mortgage Loans and (iii) assigning  nominal title to
the other related  Mortgage Loan Documents to Purchaser.  To the extent required
by applicable  Regulations  with respect to Mortgage Loans,  Seller will, at its
expense,  record  or  cause  the  recordation  of the  Assignments  of  Mortgage
Instruments  from Seller to  Purchaser.  In addition,  Seller will,  at Seller's
expense,  prepare and  record,  or cause the  preparation  and  recordation  of,
Assignments of Mortgage Instruments from Purchaser to the applicable Investor to
the extent required by applicable Regulations. Seller shall provide to Purchaser
such recorded Assignments of Mortgage Instruments as soon as practicable.

         III.5 Investor  Consents and Consenting Party Consents.  (a) Subject to
Section 3.5(b),  the purchase and sale of the Servicing  provided for under this
Agreement are subject to obtaining all applicable  Investor Consents;  provided,
however,  that the Closing  only shall be subject to the  receipt of  applicable
Investor  Consents  by FNMA,  FHLMC and GNMA.  Seller  shall  take such steps as
required by the applicable  Investors in order to obtain the applicable Investor
Consents and Purchaser shall cooperate with Seller in connection  therewith.  In
accordance  with  applicable  Regulations,  Seller,  at its sole expense,  shall
submit to the  Investors  all  materials,  and pay such fees as are  required by
applicable  Regulations  in order to obtain  the  Investor  Consents  and Master
Servicer  Consents  in a timely  manner  with  respect  to the  transfer  of the
Servicing from Seller to Purchaser.  Seller shall promptly  notify  Purchaser if
any  Investor  advises  Seller that it does not consent to all or any portion of
the Servicing  being  transferred to Purchaser.  Seller shall bear all costs and
expenses  associated  with  obtaining  Investor  Consents  and  Master  Servicer
Consents.

         (b) If any Private  Investor  does not provide  written  consent to the
transfer of the Servicing  related to it prior to the applicable  Transfer Date,
Purchaser at its discretion,  either shall accept the transfer of such Servicing
notwithstanding  the lack of consent or shall agree to  subservice  such Private
Investor  Portfolio on such terms as Purchaser and Seller shall mutually  agree;
provided,  however,  that at the  Closing,  if Purchaser  elects to  subservice,
Purchaser  shall withhold from the Purchase Price the applicable  portion of the
Private Investor Consent Holdback to reimburse itself for the costs and expenses
incurred in connection therewith.



<PAGE>


         III.6  Notices.  By no  later  than 30 days  prior  to the  anticipated
applicable Transfer Date, Seller and Purchaser shall agree upon an approved form
of joint Mortgagor  notification of the transfer of the Servicing  function.  At
least 16 days prior to the anticipated applicable Transfer Date and otherwise in
accordance with applicable  Regulations,  Seller shall mail the approved form of
notification  to the Mortgagors  under the Mortgage Loans of the transfer of the
applicable  Servicing  and instruct the  Mortgagors to deliver all Mortgage Loan
Payments and related payments and all tax and insurance  notices to Purchaser on
and after the applicable Transfer Date. Purchaser and Seller shall share equally
the  expenses  of the  preparation  and mailing of the joint  borrower  notices.
Seller shall also, at its own expense,  notify or have its tax service  provider
notify any  applicable  taxing  authority,  the  custodian of the Mortgage  Loan
Documents,  flood service  provider,  and Insurers,  within a reasonable time as
agreed between Seller and Purchaser, that the Servicing is being transferred and
instruct such entities to deliver all tax bills, payments, notices and insurance
statements to Purchaser on and after the applicable Transfer Date.

         III.7    Certain  Servicing  and  Loan  Transfer  Actions.   (a) Seller
shall  comply  with  the Transfer Instructions.

         (b) No later than five (5) business days after the applicable  Transfer
Date,  Seller  shall  remit,  or shall cause to be  remitted,  to the  financial
institution(s)  designated  by  Purchaser  all  funds in the  related  Custodial
Accounts  held or  controlled  by  Seller  in  accordance  with  the  applicable
Regulations.  Seller shall provide Purchaser with an accounting statement of all
the foregoing balances sufficient to enable Purchaser to reconcile the amount of
such payments with the related  Mortgage  Loans within 90 days of the applicable
Transfer Date. To the extent not deposited in the Custodial  Accounts,  no later
than the  applicable  Transfer  Date,  Seller  shall  deliver to  Purchaser  all
insurance  loss drafts or checks or similar  payments  related to the Servicing.
Purchaser  shall  be  entitled  to the  economic  benefits  associated  with the
Custodial  Accounts,  the details of which will be outlined in the  Transitional
Agreement.

         (c) No later than the applicable  Transfer Date,  Seller shall deliver,
or shall cause to be delivered,  to  Purchaser,  or shall  otherwise  provide to
Purchaser, the related Mortgage Loan Documents,  except for the Custodial Files,
in accordance with the applicable Regulations.

         III.8 Tax Service; Flood Service.  Seller shall assign at its sole cost
and expense to Purchaser,  effective as of the  applicable  Transfer Date, or as
soon after such date as reasonably  practicable,  life of the loan, transferable
tax service and provide the Buyer with  transferrable  flood  certifications and
"life of loan"  notification  services for all Mortgage Loans which are required
by FNMA, FHLMC or GNMA to have flood certifications and "life of loan" and flood
notification services, respectively, related to all Mortgage Loans for which the
Servicing is transferred  from Seller to Purchaser.  Purchaser  shall  cooperate
with Seller to seek to obtain  preferred  pricing  from its vendors for such tax
service and flood tracking Servicing contracts.



<PAGE>


         III.9  Interest  Rate  Adjustments.  For any  Mortgage  Loan that is an
adjustable  rate mortgage loan, or an adjustable  rate mortgage loan that may be
converted to a fixed rate loan, in  connection  with which the interest rate and
payment amount must be adjusted in accordance with applicable Regulations before
the applicable  Transfer Date,  Seller shall calculate the appropriate  rate and
payment  adjustments,  update the appropriate  servicing  records and notify the
related  Mortgagor in accordance  with applicable  Regulations.  If the interest
rate and payment amount in connection with such a Mortgage Loan must be adjusted
in accordance with applicable Regulations before, on or within 30 days after the
applicable  Transfer Date, and the  appropriate  index value needed to make such
adjustment  will not be available  before such date,  Seller  shall  provide the
Purchaser  with a schedule of such loans at least  fifteen  (15)  Business  Days
before the applicable Transfer Date.

         III.10 Forwarding of Certain Items. Unless electronically  transmitted,
all  Mortgage  Loan  Payments,  other funds or  payments  used to pay bills that
relate to Mortgage Loans  received by Seller after the applicable  Transfer Date
shall be  forwarded  by Seller to  Purchaser  within one (1)  Business Day after
receipt by overnight mail. Each Mortgage  Payment shall be accompanied by (a) an
endorsement   assigning   such  Mortgage  Loan  Payment  to  Purchaser  and  (b)
information  sufficient  to permit  Purchaser  to  process  such  Mortgage  Loan
Payment.  All  penalties and interest due on any Mortgage  Loan  resulting  from
Seller's  failure to pay such bill prior to the required  date for payment or to
forward  such items to Purchaser as provided in this Section 3.10 shall be borne
by Seller.  Until 60 days  after the  applicable  Transfer  Date,  Seller  shall
forward to Purchaser all bills,  transmittal lists and other information ("Other
Materials")  within one (1) Business Day after  receipt by overnight  mail.  Any
Other  Materials  received after such 60 day period shall be forwarded by Seller
to Purchaser by first class mail.

         III.11 Interest on Custodial Accounts.  Purchaser shall pay interest on
Custodial Accounts accrued through to and including the applicable Transfer Date
to the extent  interest  with  respect to such  accounts  is required to be paid
under  applicable  Regulations for the benefit of Mortgagors  under the Mortgage
Loans or any other  appropriate  party.  Purchaser shall either deposit any such
interest earned in the Custodial  Accounts or forward such interest to Seller or
its designee within five (5) Business Days after the applicable Transfer Date.

         III.12 IRS  Reporting.  Seller  shall timely  provide to Purchaser  all
information  required by Purchaser to prepare and send to Mortgagors and prepare
and file with the  Internal  Revenue  Service all  reports,  forms,  notices and
filings  required  by the Code,  Treasury  regulations  and other  federal  law,
regulations  or  administrative  procedures  in  connection  with the  Servicing
Portfolio  and the Mortgage  Loans with  respect to events that  occurred at any
time during the period  commencing  on January 1, 1998 and ending on the Closing
Date, and upon receipt of such information by Purchaser, Purchaser shall prepare
and file such reports, forms, notice and filings at its expense. Notwithstanding
the foregoing,  Seller shall be responsible for all such reports, forms, notices
and filings that must be made on or before the Closing Date.



<PAGE>


         III.13 Further Assistance and Assurances. Seller shall, at any time and
from time to time, promptly, upon the reasonable request of Purchaser,  execute,
acknowledge,  deliver or perform,  all such further  acts,  deeds,  assignments,
transfers, conveyances, and assurances as may be required for the better vesting
and conferring to Purchaser of title in and to the Servicing Portfolio and other
Purchased Assets,  to effect the transactions  contemplated by this Agreement or
to enable  Purchaser to service the Mortgage Loans.  In addition,  Seller agrees
that, to the extent Seller or Purchaser becomes aware that any right or asset of
Seller that  Purchaser was not aware of prior to the Effective  Date and that is
(i) primarily used in the Acquired Business,  (ii) not included in the Purchased
Assets and  continues  to be owned by Seller and (iii)  reasonably  believed  by
Purchaser  to be  needed  by it  for  its  conduct  of the  respective  Acquired
Business,  Seller  shall  transfer,  convey  and  assign  such asset or right to
Purchaser.  In the event that,  after the Closing,  Seller  becomes aware of any
liability or  obligation  of Seller that is not an Assumed  Liability  but which
relates to any asset that is a Purchased Asset,  then upon notice from Seller to
Purchaser,  Seller and Purchaser  shall  negotiate in good faith with respect to
the assumption of the liability or obligation by Purchaser,  the transfer of the
asset back to Seller, or such other mutually  agreeable  resolution with respect
to the liability or obligation.

         III.14 Mortgage Pools.  Seller shall take all action necessary to cause
the  Mortgage  Pools  related to the  Servicing  Portfolio  to be fully  funded,
reconciled and balanced in accordance with the applicable  Regulations as of the
Closing Date and the applicable Transfer Date.

         III.15 Other Consents.  In addition to obtaining  Investor Consents and
Master Servicer Consents,  Seller shall take all commercially reasonable action,
at no cost to  Purchaser,  to obtain  such other  Third  Party  Consents  as are
necessary to permit the sale,  transfer,  assignment and conveyance to Purchaser
of the Purchased  Assets,  none of which consents shall materially and adversely
affect the Purchased  Assets or the rights of Purchaser as the assignee  thereof
or impose unreasonable burdens on the business or condition (financial or other)
of Purchaser.  If any applicable  party does not provide  written consent to the
transfer  of the  Purchased  Asset  related  to it  prior to the  Closing  Date,
Purchaser  may  elect  to  accept  the  assignment  of  such  Purchased   Assets
notwithstanding the lack of consent.


                                   ARTICLE IV

                GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER



<PAGE>


         As an  inducement  to  Purchaser  to enter into this  Agreement  and to
consummate the transactions  contemplated hereby, Seller, jointly and severally,
makes the  representations  and warranties set forth below regarding Seller, the
Acquired  Business,   Purchased  Assets  and  Assumed   Liabilities,   it  being
acknowledged  by Seller that each such  representation  and warranty  relates to
material  matters upon which Purchaser  relied and shall survive the Closing and
the  applicable  Transfer  Date, as applicable,  and it being  understood  that,
unless  otherwise  expressly  provided  herein,  each  such  representation  and
warranty is made to Purchaser as of the  Effective  Date and (subject to Section
9.2(a)) the Closing  Date,  and the Seller  Transfer  Date  Representations  and
Warranties are made to Purchaser  (subject to Section 9.2(a)) on each applicable
Transfer Date:

         IV.1   Organization.   Banc  One  Corporation  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Ohio. Banc One Mortgage  Corporation is a corporation  duly  organized,  validly
existing and in good  standing  under the laws of the State of Delaware.  Seller
has and at all relevant times has had full corporate  power and authority  (and,
with  respect  to  the  Acquired  Business  all  requisite  licenses,   permits,
authorizations  and  approvals) to own,  lease and operate all of its respective
properties and assets and to carry on its business as it is now being conducted.
Seller is, and at all relevant times has been,  duly qualified or licensed to do
business as a foreign corporation, and in good standing, in each jurisdiction in
which the nature of its business or properties makes or made such qualification,
license  and  standing  necessary,  except  where  failure  to be so  qualified,
licensed or in good standing is not material.

         IV.2  Authority.  Seller has full power and  authority  (corporate  and
other) to execute and deliver this Agreement and any  documents,  agreements and
instruments to be executed and delivered by it pursuant to or in connection with
this Agreement and to perform its  obligations  and consummate the  transactions
contemplated  hereunder and thereunder.  The execution and delivery by Seller of
this Agreement and any documents,  agreements and instruments to be executed and
delivered  by it  pursuant  to or in  connection  with this  Agreement,  and the
consummation  of  the  transactions  and  the  performance  of  the  obligations
contemplated  hereby and thereby,  have been duly and validly  authorized by all
necessary  corporate  action  on the  part of  Seller,  and no  other  corporate
proceedings on the part of Seller are necessary to consummate  the  transactions
contemplated  hereby  and  thereby.  This  Agreement  has been duly and  validly
executed and  delivered by Seller and  constitutes  a valid and legally  binding
agreement of Seller enforceable against Seller in accordance with its terms, and
the other documents,  agreements and instruments to be executed and delivered by
Seller pursuant to this Agreement will, when executed and delivered, be duly and
validly executed by Seller and constitute valid and legally binding  obligations
of Seller enforceable  against Seller in accordance with their terms,  except in
each case as  affected by any  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization and other similar laws relating to or affecting creditors' rights
generally and general equitable  principles  (whether considered in a proceeding
in equity or at law).



<PAGE>


         IV.3  Non-Contravention.  The execution and delivery of this  Agreement
and any  document,  agreement  or  instrument  to be  executed  pursuant to this
Agreement by Seller do not, and the  consummation by Seller of the  transactions
contemplated hereby and thereby and the performance by Seller of the obligations
which it is obligated to perform  hereunder and thereunder will not, (a) violate
any  provision  of  the  certificate  of   incorporation  or  by-laws  or  other
organizational  documents  of  Seller,  or  (b)  assuming  that  all  Regulatory
Authorizations  listed in Sections 4.4(a) and 5.8 of the Disclosure Schedule and
all Third  Party  Consents  (other than  Private  Investor  Consents)  listed in
Sections  4.4(b) and 5.8 of the Disclosure  Schedule have been obtained or made,
(i) violate any law, regulation, rule, order, judgment or decree to which Seller
or  any  of  their  respective  assets  and  properties  are  subject  (each  an
"Applicable Law") or (ii) violate, result in the termination or the acceleration
(or a right of termination or acceleration) of, or conflict with or constitute a
default  (or an event  which,  with  notice  or lapse  of time,  or both,  would
constitute a default) under, any mortgage, indenture, lease, franchise, license,
permit,  agreement or instrument  (each a "Contract") to which Seller is a party
or by which any of its assets or properties are bound or affected. The execution
and  delivery of this  Agreement  will not result in the creation of any Lien on
any of the assets or properties of Seller or the loss of any material license or
other  material  contractual  right with respect  thereto  that would  adversely
impact  Seller's  ability to perform its  obligations  under this  Agreement  or
impact the value of the Servicing Portfolio.

         IV.4  Consents,  Approvals  and  Notices.  Except (a) as  described  in
Section 4.4(a) or 5.8 of the Disclosure Schedule,  no Regulatory  Authorization,
and (b) as described in Section  4.4(b) or 5.8 of the  Disclosure  Schedule,  no
Third Party Consent is required for the execution and delivery of this Agreement
and any document, agreement or instrument required to be executed pursuant to or
in connection  with this Agreement by Seller and the  consummation  by Seller of
the  transactions  contemplated  hereby and thereby,  except for such Regulatory
Authorizations  or Third Party Consents (other than Private  Investor  Consents)
which Purchaser is required to obtain or make.

         IV.5 Title to and  Sufficiency  of Purchased  Assets.  (a) The sale and
delivery to Purchaser of the Purchased Assets pursuant to the provisions of this
Agreement will transfer to Purchaser good and marketable title to the respective
assets (or, as to any leased  property,  a valid leasehold  interest),  free and
clear of any Liens (other than Liens listed in Section  4.5(a) of the Disclosure
Schedule  or Liens  created  by the  Purchaser).  Except  for the Liens that are
listed in Section 4.5(a) of the Disclosure Schedule, no Person other than Seller
with  respect  to the  Purchased  Assets  has  any  interest  in (i)  any of the
Purchased  Assets  (other than  Leases,  Leased  Premises  or Personal  Property
Leases)  transferred to Purchaser  hereunder or (ii) Seller's leasehold interest
in any  Leases,  Leased  Premises or Personal  Property  Leases  included in the
Purchased Assets transferred to Purchaser hereunder.

         (b) The Purchased Assets constitute all of the assets used by Seller to
conduct the Acquired  Business and are sufficient to enable Purchaser to conduct
the Acquired Business at a level of expertise that is no less than that employed
by Seller.

         IV.6 Existing Options. There are no outstanding  obligations,  options,
or other  rights of any  character  providing  for the  purchase  or sale of any
Purchased Assets other than those contemplated by this Agreement.



<PAGE>


         IV.7  Financial  Statements;  Records.  Set forth in Section 4.7 of the
Disclosure Schedule are the following financial  statements of Banc One Mortgage
Corporation (collectively, the "Financial Statements"): unaudited balance sheets
as of December 31, 1997 and audited  balance  sheets as of December 31, 1996 and
the related statements of operations,  changes in shareholder's  equity and cash
flows for the years then ended for  Seller.  Except as  otherwise  indicated  in
Section 4.7 of the Disclosure Schedule,  the Financial Statements were prepared,
and reflect the respective  assets and liabilities of Seller, in accordance with
GAAP and fairly present the financial position of Banc One Mortgage  Corporation
as of the dates  thereof  and the  results  of Banc One  Mortgage  Corporation's
operations  for the periods  then ended.  Except for  liabilities  reflected  or
reserved  against  in  the  Financial  Statements,  or  disclosed  or  permitted
elsewhere  in this  Agreement,  Banc One  Mortgage  Corporation  has no, and the
Purchased  Assets  are  not  subject  to any,  material  liability  or  material
obligation  of any  nature  which is  required  by GAAP to be  reflected  in any
Financial Statement.

         IV.8  Litigation.  Except as set forth in Section  4.8(i) or 4.16(b) of
the Disclosure  Schedule,  there is no action,  suit, claim or administrative or
other proceeding pending or, to Seller's Knowledge, threatened before any court,
arbitrator or Governmental  Authority  (each a  "Litigation")  against Seller or
relating to or involving  any of the Purchased  Assets or the Acquired  Business
which  is  materially  adverse  thereto  or which  challenges  the  validity  or
propriety of the transactions contemplated by this Agreement. Section 4.8(ii) or
5.10 of the Disclosure  Schedule lists all orders,  judgments,  injunctions  and
decrees applicable to Seller which relate to the Acquired  Business,  and Seller
is not in  violation  of any such order,  judgment,  injunction  or decree.  For
purposes of this  Section  4.8,  "material"  shall mean  potential  liability to
Seller,  or with  respect to a  Purchased  Asset,  of more than $1  million  and
$50,000, respectively.

         IV.9  Compliance  with Laws;  Permits and  Licenses.  (a) Except as set
forth in  Section  4.9(a) or 5.9(a) of the  Disclosure  Schedule,  the  Acquired
Business is being  conducted in  compliance  in all material  respects  with all
Applicable Laws and applicable Regulations.

         (b)  Except as set  forth in  Section  4.9(b) or 5.8 of the  Disclosure
Schedule,  Seller  holds  and,  at all  relevant  times,  has held all  permits,
certificates,  licenses, approvals and other authorizations of each Governmental
Authority  necessary  for the  operation of the  Acquired  Business  (or,  where
legally  permissible,  any waivers of or exemptions from any of the foregoing by
such  Governmental  Authority)  (the  approvals set forth in this Section 4.9(b)
being collectively referred to as "Permits").

         IV.10   Absence of Certain Changes or Events.  Since December 31, 1997,
there has not been:

         (a) any material change by Seller in accounting methods,  principles or
practices  relating to the  Acquired  Business,  except as required by law or by
changes in GAAP;



<PAGE>


         (b) other than in the ordinary course of business  consistent with past
practice,  any  entry by  Seller  into any  material  contract,  transaction  or
commitment  relating  to the  Acquired  Business,  including  any  loan,  lease,
purchase or sale of assets, borrowing or capital expenditure,  or any commitment
therefor, in each case prior to the Effective Date;

         (c) any change or development in or affecting the Purchased Assets, the
Acquired Business or the business,  operations or financial  condition of Seller
that has had, or reasonably could be expected to have a Material Adverse Effect;

         (d) any  write-off by or in respect of Seller as  uncollectible  of any
note or account receivable relating to the Acquired Business,  except write-offs
in the ordinary course of business consistent with past practice; or

         (e)      any agreement by Seller to do any of the foregoing.

         IV.11 Taxes.  (a) Seller has filed or caused to be filed,  or will file
or cause to be filed on or prior to the Closing  Date,  all material Tax Returns
which are required to be filed with respect to the Acquired Business on or prior
to the Closing Date (taking into account any properly granted extensions of time
to  file  any Tax  Return).  Except  as set  forth  in  Section  4.11(a)  of the
Disclosure  Schedule,  all  material  Taxes due and payable  with respect to the
Acquired Business, with respect to taxable years or other taxable periods ending
on or prior to the Closing  Date have been,  or on or prior to the Closing  Date
will be, paid or  adequately  disclosed  and fully  provided for as a continuing
liability of Seller.

         (b) Except as set forth in Section 4.11(b) of the Disclosure  Schedule,
the Tax Returns  referred to in Section 4.11(a) have been examined by the IRS or
the  appropriate  state,  local or foreign  taxing  authority  or the period for
assessment  of the Taxes in respect to which such  returns  were  required to be
filed has expired; all deficiencies  asserted or assessments made as a result of
such  examinations  have  been  paid in full;  and no  issues  relating  to such
examinations are currently pending.

         (c) Except as set forth in Section 4.11(c) of the Disclosure  Schedule,
as of the date  hereof no waivers of statutes  of  limitations  as to any United
States  federal,  state,  local,  foreign or other tax  matters  relating  to or
affecting the Acquired  Business have been given by the Seller and are currently
outstanding.

         (d) There are no Liens for taxes upon any of the Purchased  Assets nor,
to Seller's  Knowledge,  is any taxing  authority in the process of imposing any
lien for taxes upon any of the Purchased Assets,  except for Liens for taxes not
yet due and payable.

         IV.12  Ownership  and  Leases of  Property.  (a)  Seller  does not own,
beneficially or of record, any real property used in the Acquired Business.



<PAGE>


         (b)  The  premises  described  in  Section  4.12(b)  of the  Disclosure
Schedule  are the only real estate  which is leased for and used in the Acquired
Business;  the description thereof includes the location of the property leased,
the square footage under lease,  the term thereof and the monthly rent (based on
January 1998 rental payments). The lease to be assumed by Purchaser as set forth
in Section 4.12(b) of the Disclosure  Schedule (the "Lease") with respect to 132
East Washington Street, Indianapolis, Indiana (the "Leased Premises") is a valid
and binding  obligation of Seller, as lessee thereof,  and the lessor, and is in
full force and effect and constitutes (together with all amendments and exhibits
thereto, and all waivers and consents thereunder) the sole agreement between the
lessor thereunder and Seller respecting the Leased Premises. With respect to the
Lease  and,  where  applicable,  the  Leased  Premises:  (i) all rents and other
amounts due on such Lease have been paid; (ii) Seller, as lessee,  has the right
to occupy,  use,  possess and control the entire  respective  Leased Premises as
presently occupied,  used,  possessed and controlled by Seller, and Seller is in
peaceable  possession  thereof;  (iii) no claim has been asserted against Seller
adverse to its rights in such  leasehold  estate;  (iv) Seller,  and to Seller's
Knowledge,  the lessor, is not in default  thereunder or in breach thereof (nor,
with the  giving  of notice  or the  passage  of time,  would be in  default  or
breach), and no waiver, indulgence or postponement of the obligations of Seller,
or the obligations of the lessor, thereunder has been granted by the lessor; and
(v) Seller has not entered into any sublease or  assignment  with respect to its
interests in the Lease.  Section  4.12(b) of the Disclosure  Schedule sets forth
all  consents,  approvals,  authorizations  and  waivers  that are  required  in
connection  with the  assignment  of all of Seller's  right,  title and interest
under the Lease to Purchaser.

         (c) There are no parties  in  possession  of any  portion of the Leased
Premises  other than Seller,  whether as tenants at  sufferance,  trespassers or
otherwise.

         (d)  There  are no facts or  circumstances  existing  or,  to  Seller's
Knowledge,  threatened,  including without limitation any damages,  assessments,
judgments,  claims, losses, expenses or Litigation,  which could have a Material
Adverse Effect on the present or future use of the Leased Premises in the manner
or for the purpose for which the Leased Premises presently are used. Neither the
Leased Premises nor any improvements  relating thereto violate or (whether since
or, to Seller's Knowledge,  before Seller took occupancy thereof) have violated,
and Seller is not aware of any circumstances under which the Leased Premises now
or in the future may violate, in any material respect, any fire, zoning, health,
building,  hazardous waste or environmental code ordinance statute regulation or
order of any governmental  authority or an agency, body or subdivision  thereof.
All necessary permits,  approvals and authorizations with respect to the use and
occupancy of the Leased  Premises are valid and in effect subject to Purchaser's
performance  of the  Lease  and its  compliance  with  Applicable  Law and  will
continue as such after the Closing Date.



<PAGE>


         (e)  There is no  Litigation  of any  nature  (whether  pending  or, to
Seller's Knowledge,  threatened) seeking to impose, or to Seller's Knowledge any
circumstances  that could result in the imposition of, on the Acquired Business,
or any of the  Purchased  Assets,  any  liability  relating to the  environment,
health,  safety or release of  hazardous  substances  under any local,  state or
federal  statute,  regulation or ordinance,  including  without  limitation  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended.  To  Seller's  Knowledge,  there is no  reasonable  basis  for any such
Litigation,  and Seller is not  subject to any  agreement,  order,  judgment  or
decree by or with any court,  governmental authority or third party imposing any
such environmental  liability. To Seller's Knowledge,  there are no hazardous or
toxic materials or substances on or affecting any of the Leased Premises.

         (f)  Section  4.12(f)(i)  of  the  Disclosure  Schedule  sets  forth  a
description  of each lease of  equipment  or other  personal  property  to which
Seller is a party as lessee (each a "Personal  Property Lease") which is used in
the Acquired  Business and includes a description  of the property  leased,  its
location, the term of the lease and the current annual rental, and an indication
of whether Seller uses the personal property.  Each Personal Property Lease is a
valid and binding  obligation of Seller, as lessee thereof,  and the lessor, and
is in full force and effect and  constitutes  (together  with all amendments and
exhibits  thereto,  and all waivers and consents  thereunder) the sole agreement
between  the lessor  thereunder  and Seller with  respect  thereto.  Seller,  as
lessee,  has the right to use, possess and control the entire  respective leased
personal property as presently used, possessed and controlled by Seller. Seller,
and to  Seller's  Knowledge,  the  lessor is not in default  under any  Personal
Property  Lease or in  breach  thereof  (nor,  with the  giving of notice or the
passage of time,  would be in default or breach),  and no waiver,  indulgence or
postponement  of the  obligations of Seller,  or the  obligations of the lessor,
thereunder  has been  granted  by the lessor or  Seller,  respectively.  Section
4.12(f)(ii)  of the  Disclosure  Schedule  sets forth all  consents,  approvals,
authorizations  and waivers that are required in connection  with the assignment
of all of Seller's right,  title and interest under the Personal Property Leases
to Purchaser.

         IV.13  Insurance.  Section 4.13 of the  Disclosure  Schedule  lists all
policies of insurance relating to the Purchased Assets and the Acquired Business
(other than title insurance policies or insurance policies relating  exclusively
to mortgage or other loans  originated  or serviced by Seller) which name Seller
as an insured party thereunder.

         IV.14  Intellectual  Property.  (a)  Section  4.14  of  the  Disclosure
Schedule lists (i) all foreign and domestic patents and patent  applications and
(ii)   all   copyright   registrations,   trademark   registrations,   trademark
registration applications, service mark registrations, service mark registration
applications and trade names (exclusive of any such registration, application or
name using the name "Banc One Mortgage  Corporation" or "Banc One" or the symbol
in any form),  in each case  which is owned by Seller  and used in the  Acquired
Business  (collectively  the  "Intellectual  Property").  Section  4.14  of  the
Disclosure  Schedule also lists (1) all license agreements of patent,  trademark
or service mark rights entered into for use in the Acquired Business and (2) all
computer  programs,  software,  applications and databases utilized by Seller in
the Acquired Business  (excluding  computer software purchased by Seller that is
sold by national computer software  retailers to the general public).  Purchaser
acknowledges  that Seller may use the Inbound  Processing  SMS workbench for its
ongoing operations after the Closing Date.


<PAGE>


         (b)  Unless  otherwise  indicated  in  Section  4.14 of the  Disclosure
Schedule, (i) there are no existing or, to Seller's Knowledge, threatened claims
by any third party based on the use by, or challenging  the ownership of, Seller
of any  Intellectual  Property,  or any claims  challenging any rights of Seller
under  the  license  agreements  or to  use  the  computer  programs,  software,
applications  and databases  listed in Section 4.14 of the Disclosure  Schedule;
(ii) to Seller's  Knowledge  (A) none of the methods or  services  which  Seller
uses,  offers,  sells or  provides  in the  course of  conducting  the  Acquired
Business  infringes  upon any  intellectual  property or  intellectual  property
rights of others,  (B) none of the  Intellectual  Property is being infringed by
others in any  material  respect and (C) none of the  material  rights of Seller
under the license agreements or to the use of the computer  programs,  software,
applications  and database listed in Section 4.14 of the Disclosure  Schedule is
being violated in any material respect;  (iii) Seller owns all right,  title and
interest in the Intellectual Property;  (iv) Seller has not received any oral or
written claim or demand from any Person  pertaining to or challenging  the right
of  Seller  to use any  Intellectual  Property,  or any  such  claim  or  demand
challenging  the rights of Seller under the license  agreements or to the use of
the computer  programs,  software,  applications and databases listed in Section
4.14 of the  Disclosure  Schedule,  and no Litigation  has been  instituted,  is
pending or, to Seller's  Knowledge,  is threatened  which challenges such rights
and (v) Seller has complied  with the  applicable  provisions of all laws of the
states in which it has used the  Intellectual  Property and  computer  programs,
software,  applications and data bases pertaining to the use of the Intellectual
Property  or  computer  programs,  software,  applications  and data  bases,  as
applicable,  and  none  of the  Intellectual  Property  has  been  abandoned  or
otherwise  has  entered  the public  domain in any state or country in which the
Intellectual  Property has been used or in which there is a registration for any
of the Intellectual  Property.  Within the 12-month period  immediately prior to
the  Effective  Date,  Seller has not made use of any  intellectual  property in
connection  with the Acquired  Business  other than the  Intellectual  Property,
computer software purchased by Seller that is sold by national computer software
retailers to the general public or the license  agreements,  computer  programs,
software,  applications  and databases  listed in Section 4.14 of the Disclosure
Schedule.



<PAGE>


         IV.15  Contracts.  Seller has made available to Purchaser a correct and
complete copy of each written contract, agreement, understanding and arrangement
material to the Acquired Business. Each such Contract, agreement,  understanding
and  arrangement  is listed in Section  4.15 of the  Disclosure  Schedule.  With
respect to each such contract,  agreement,  understanding  and arrangement:  (i)
each is a valid and binding  obligation  of Seller and the party or parties with
whom Seller  contracted,  enforceable in accordance  with its terms,  subject to
bankruptcy,  insolvency and similar laws affecting  generally the enforcement of
creditors'  rights and the discretion of a court to grant specific  performance,
(ii) Seller is not in breach or default thereof and, to Seller's  Knowledge,  no
event has  occurred  which  would,  with  notice or the passage of time or both,
constitute a breach or default by Seller,  permit  termination,  modification or
acceleration  against  Seller  thereunder,  prevent  Seller from  performing its
obligations  hereunder  or result in a Lien  upon any of the  Purchased  Assets,
(iii) neither  Seller nor any other party  thereto has  repudiated or waived any
provision  thereof,  (iv) all  amounts  due and  payable by Seller  through  the
Closing  Date  pursuant  thereto  have been or will be paid and (v) to  Seller's
Knowledge,  no other  party  thereto is in breach or default  thereunder  and no
event has  occurred  which,  with notice or the  passage of time or both,  would
constitute a breach or default by such other party, or would permit termination,
modification or acceleration against such other party thereunder.  Except as set
forth in  Section  4.15 of the  Disclosure  Schedule,  no  contract,  agreement,
understanding  or  arrangement  assigned to  Purchaser  hereunder  contains  any
restrictions  or  limitations  on  competition  or the cross sale of services or
products.

         IV.16  Employee  Matters.  (a)  Employment  Investigations.  Except  as
disclosed  in Section  4.8(i),  4.8(ii) or 4.16(a) of the  Disclosure  Schedule,
Seller has not been,  nor to  Seller's  Knowledge,  is it likely to become,  the
subject of or involved in any audit,  investigation,  complaint or proceeding by
the  United  States   Department  of  Labor,  the  Office  of  Federal  Contract
Compliance,  the Equal Employment Opportunity commission or any similar federal,
state or local body dealing with any employment policies and practices of Seller
affecting the Acquired  Business or any Person currently  employed in connection
with the Acquired Business or the Purchased Assets.

         (b) Employment  Related Suits.  Except as disclosed in Section  4.8(i),
4.8(ii) or  4.16(b)  of the  Disclosure  Schedule,  there is no  pending  or, to
Seller's Knowledge,  threatened or anticipated  Litigation against Seller on the
part of any Person currently  employed with respect to the Acquired  Business or
the Purchased Assets.

         (c)  Employees.  Seller is not a party to or  otherwise  subject to any
collective bargaining agreement or any other agreement with any labor union with
respect to the Acquired Business. There is no pending or, to Seller's Knowledge,
threatened  or  anticipated  attempt to unionize any Persons who  currently  are
employed in connection with the Acquired Business. Seller is neither involved in
nor, to Seller's Knowledge,  threatened with any collective  bargaining or labor
union dispute.

         (d)  Employment  Agreements.   All  employment,   bonus,  compensation,
severance,  retirement  or  similar  agreements  entered  into by Seller and any
Person currently employed in connection with the Acquired  Business,  are listed
in  Section  4.16(d)  of  the  Disclosure  Schedule.  The  consummation  of  the
transactions  contemplated  hereby,  including any  subsequent  terminations  of
employment,  shall  not  result  in any  payments  to  any  Person  employed  in
connection with the Acquired  Business or the Purchased  Assets being subject to
Section 280G of the Code, without regard to whether such payments are considered
to be reasonable compensation.



<PAGE>


         (e) No WARN Act  Activities.  From the date hereof  through the Closing
Date,  Seller shall not effectuate (i) a "plant closing" (as defined in the WARN
Act)  affecting any site of  employment  or one or more  facilities or operating
units within any site of  employment  or facility of the Seller's  business,  or
(ii) a "mass  layoff"  (as  defined  in the  WARN  Act)  affecting  any  site of
employment  or  facility of the  Seller's  business  without  giving all notices
required  by the WARN Act, or any similar  state law or  regulation,  and Seller
shall  assume all  liability  for any  alleged  failure to give such  notice and
indemnify and hold harmless  Purchaser for any and all claims asserted under the
WARN Act or any similar state law or regulation  because of a "plant closing" or
a "mass layoff"  occurring on or before the Closing  Date.  For purposes of this
Agreement,  the Closing  Date is the  "effective  date" for purposes of the WARN
Act. None of the employees of the Seller has suffered any "Employment  Loss" (as
defined  in the WARN Act) for a least  ninety  (90)  calendar  days  before  the
Closing Date.

         IV.17 No Accrued Liabilities. Except for the Assumed Liabilities, there
are no accrued  liabilities  of Seller with respect to the  Purchased  Assets or
circumstances  under which such accrued liabilities will arise against Purchaser
as  successor to the  Purchased  Assets with respect to any action or failure to
act by  Seller  occurring  on or prior to the  applicable  Transfer  Date or the
Closing Date.

         IV.18 Solvency.  Both immediately before the Closing Date and after the
consummation of the transactions  contemplated by this Agreement, (a) the sum of
the assets of Seller, at fair valuation, will exceed their respective debts, (b)
the present fair saleable value of the assets of Seller will be greater than the
amount  required  to pay the  liabilities  of Seller on its debts as such  debts
become  absolute  and mature and (c) Seller will have  sufficient  capital  with
which to conduct its businesses. The transfer, assignment, and conveyance of the
Purchased  Assets by Seller  pursuant to this  Agreement  are not subject to the
bulk transfer  provisions or any similar  statutory  provisions in effect in any
jurisdiction,  the  laws  of  which  apply  to  such  transfer,  assignment  and
conveyance.

         IV.19  Transactions  with  Affiliates.  Section 4.19 of the  Disclosure
Schedule lists all agreements in effect as of the Effective Date with respect to
services  provided  by any  Affiliate  of Seller to Seller,  or by Seller to any
Affiliate of Seller, with respect to the Acquired Business or a Purchased Asset.

         IV.20 Brokers. No broker, investment banker, financial advisor or other
Person,  is entitled to any  broker's,  finder's,  financial  advisor's or other
similar fee or commission in connection  with the  transactions  contemplated by
this Agreement based upon arrangements made by or on behalf of Seller.

         IV.21  No  Regulatory  Impediment.  Seller  is not  aware  of any  fact
relating to its business,  operations,  financial condition or legal status that
could reasonably be expected to impair the ability of Purchaser to obtain,  on a
timely basis, all consents,  approvals,  licenses and permits from  Governmental
Authorities  necessary for the  consummation  of the  transactions  contemplated
hereby  without the  imposition  of any  condition  which would be  unreasonably
burdensome  to the  business or  financial  condition  of the  Purchaser  or its
Affiliates.



<PAGE>


         IV.22 Statements Made. No representation, warranty or written statement
made by Seller in this Agreement,  in any Schedule or Exhibit to this Agreement,
or in any written  statement  or  certificate  furnished  by Seller to Purchaser
pursuant  to Article  IX, and no  information  otherwise  provided  by Seller to
Purchaser in connection with the transactions  contemplated hereby,  contains or
will contain any  misstatement of a material fact or omits or will omit to state
a material fact necessary in order to make the  representations,  warranties and
statements  contained  herein  and  therein  not  misleading  in  light  of  the
circumstances in which the are made.


                                    ARTICLE V

                          MORTGAGE BANKING AND RELATED
                            REPRESENTATIONS OF SELLER

         As an  inducement  to  Purchaser  to enter into this  Agreement  and to
consummate the transactions  contemplated hereby,  Seller, jointly and severally
(except where indicated and to be made by Banc One Mortgage  Corporation alone),
makes the  representations  and warranties set forth below regarding Seller, the
Acquired Business and the Purchased Assets, it being acknowledged by Seller that
each such respective  representation  and warranty  relates to material  matters
upon which  Purchaser  relied and,  solely for purposes of Articles  XII,  shall
survive the Closing and each applicable  Transfer Date, and it being  understood
that,  unless  otherwise   expressly  provided  herein,   each  such  respective
representation  and warranty is made to Purchaser as of the  Effective  Date and
(subject to Section 9.2(a)) the Closing Date:

         V.1  Portfolios  and  Listed  Agreements.  (a)  Section  5.1(a)  of the
Disclosure Schedule contains a list of all Servicing  Agreements to which Seller
is a party.  Part A thereof  shall set forth the  Listed  Agreements  and Part B
thereof shall set forth any other Servicing  Agreements to which the Seller is a
party.

         (b) Section  5.1(b) of the Disclosure  Schedule  contains a list of all
GNMA, FNMA and FHLMC Mortgage Pools included in the Servicing Portfolio.


         V.2 Portfolio  Information;  Related Matters. (a) Seller has previously
delivered  to  Purchaser  one or more  tapes  (magnetic  media)  which set forth
certain  information,  as of the Tape Date,  with respect to each  Mortgage Loan
that is a part of the Servicing Portfolio.

         (b) Seller has  previously  delivered  to  Purchaser  a tape  (magnetic
media) which sets forth certain  information,  including without  limitation the
proposed loan amount, interest rate, loan type, and closing date, as of the Tape
Date, with respect to each Mortgage Loan.



<PAGE>


         (c) Purchaser has utilized certain assumptions as of the Tape Date with
respect to the  information on the Tape to determine the Purchase  Price.  These
assumptions are described in Exhibit C.

         (d) The  information  furnished  by Seller  to  Purchaser  pursuant  to
Sections 5.2(a) and 5.2(b) and the assumptions  utilized by Purchaser in Section
5.2(c) were true and correct in all material respects as of the dates furnished.

         V.3 Enforceability of Listed Agreements. (a) Seller has previously made
available to Purchaser true and complete copies of all Listed  Agreements.  Each
Listed Agreement and the Regulations  applicable thereto set forth all the terms
and conditions of the rights of Seller against and  obligations to the Agencies,
Contract  Parties,  Investors  and  Insurers  and there are no  written  or oral
agreements that modify, supplement or amend any such Listed Agreement other than
such modifications,  supplements or amendments which would not materially affect
the rights of Seller  under the  related  Listed  Agreement.  Each of the Listed
Agreements  is a valid and  binding  obligation  of Seller  and the other  party
thereto,  is in full force and effect, and is enforceable against Seller and the
other party thereto in accordance with its terms,  except as such enforceability
may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization
and other similar laws relating to or affecting  creditor's rights generally and
general  principles of equity (whether  considered in a proceeding  equity or at
law.

         (b)  There  is  no  pending  or,  to  Seller's  Knowledge,   threatened
cancellation or partial termination of any Listed Agreement.

         (c) Except as set forth in Section 5.3(c) of the  Disclosure  Schedule,
the rights of Seller and all of the rights related to the  Servicing,  including
the right to receive  servicing  fees, are owned by or for the account of Seller
free and clear of any Liens.  The sale,  transfer  and  assignment  by Seller to
Purchaser, of the Listed Agreements, and the instruments required to be executed
by Seller and  delivered to Purchaser  pursuant to the  applicable  Regulations,
are, or will be on the Closing Date,  valid and  enforceable in accordance  with
their terms and will  effectively vest in Purchaser good and marketable title to
the  Listed  Agreements  free  and  clear  of any  and  all  liens,  claims,  or
encumbrances,  except for those  encumbrances  required by  applicable  Investor
rules and regulations.

         V.4  Compliance  with  Listed  Agreements.  (a)  Except as set forth in
Section  5.4(a) of the  Disclosure  Schedule,  there is no  material  default or
breach by Seller  under any Listed  Agreement  or under  Regulations  applicable
thereto,  and no event has occurred which with the passage of time or the giving
of notice or both would  constitute a material default or breach by Seller under
any such Listed Agreement or with Regulations applicable thereto or would permit
termination  or  modification  of any such  Listed  Agreement  by a third  party
without the consent of Seller.



<PAGE>


         (b) Except as set forth in Section 5.4 (b) of the Disclosure  Schedule,
there exists no breach of a representation and warranty by Seller set forth in a
Listed Agreement (each of which was made as of the date specified in such Listed
Agreement)  which gives rise to a repurchase  remedy  against  Seller under such
Listed Agreement.

         V.5  Advances  and  Accounts  Receivable.  Each  Purchased  Advance and
Purchased Accounts  Receivable is a valid and subsisting amount owing to Seller,
is carried on the books of Seller at values  determined in accordance  with GAAP
and is not  subject  to any  set-off or claim  that  could be  asserted  against
Purchaser,  and Seller has not received any notice from an Investor,  Insurer or
other  appropriate  party in which the  Investor,  Insurer or party  disputes or
denies a claim by  Seller  for  reimbursement  in  connection  with a  Purchased
Advance or Purchased Accounts Receivable.

         V.6 No Recourse.  Except with respect to those Mortgage Loans listed on
Section 5.6 of the Disclosure Schedule and identified  expressly in the magnetic
media referenced in Section 5.2 hereof,  none of the Listed  Agreements or other
contracts to be assigned by Seller to Purchaser  hereunder  provide for Recourse
to Seller.

         V.7 Mortgage Loan  Representations  and  Warranties.  Banc One Mortgage
Corporation makes the  representations  and warranties set forth below regarding
each Mortgage Loan:

         (a) Each Mortgage Loan was  originated in accordance  with and conforms
in all material  respects to applicable  Regulations;  and each Mortgage Loan in
the Servicing  Portfolio  was eligible for sale to,  insurance by, or pooling to
back securities issued or guaranteed by, the applicable Investor or Insurer upon
such sale,  issuance of  insurance  or  pooling.  Except as set forth in Section
5.7(a) of the Disclosure  Schedule,  there exist no facts or circumstances  that
would  entitle an Investor to demand  repurchase of a Mortgage Loan by Seller or
would entitle an Insurer or Investor to demand  indemnification  from Seller, to
cancel any mortgage  insurance held for the benefit of Seller,  or to reduce any
mortgage insurance benefits payable to Seller.



<PAGE>


         (b) Each Mortgage Note and the related  Mortgage is genuine and each is
the legal,  valid and binding  obligation of the maker  thereof,  enforceable in
accordance  with its terms,  subject to bankruptcy,  insolvency and similar laws
affecting generally the enforcement of creditors' rights and the discretion of a
court to grant  specific  performance.  All parties to the Mortgage Note and the
Mortgage had legal  capacity to execute the  Mortgage  Note and the Mortgage and
each  Mortgage  Note and Mortgage  has been duly and  properly  executed by such
parties.  The Mortgage Loan is not subject to any right of  rescission,  setoff,
counterclaim or defense,  including the defense of usury, nor will the operation
of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any
right thereunder,  render either the Mortgage Note or the Mortgage unenforceable
by  Purchaser,  in whole or in part,  or  subject  to any  right of  rescission,
setoff,  counterclaim  or defense,  including the defense of usury,  and no such
right of  rescission,  set-off,  counterclaim  or defense has been asserted with
respect thereto.

         (c) Except for those  Mortgage  Loans with  weather-related  completion
escrow accounts,  the full original  principal amount of each Mortgage Loan (net
of any discounts)  has been fully  advanced or disbursed to the Mortgagor  named
therein,   there  is  no  requirement  for  future  advances  and  any  and  all
requirements as to completion of any on-site or offsite  improvements  and as to
disbursements of any escrow funds therefor have been satisfied.  All costs, fees
and expenses  incurred in making,  closing or recording  the Mortgage  Loan were
paid. Except as disclosed in Section 5.7(c) of the Disclosure Schedule, there is
no obligation on the part of Seller, or of any other party, to make supplemental
payments in addition to those made by the Mortgagor.



<PAGE>


         (d) Each Mortgage has been duly  acknowledged  and recorded or sent for
recordation and is a valid and subsisting first lien, and the Mortgaged Property
is free and clear of all encumbrances and liens having priority over the lien of
the Mortgage, except for (i) liens for real estate taxes and special assessments
not yet due and payable, (ii) covenants, conditions and restrictions,  rights of
way,  easements  and  other  matters  of the  public  record  as of the  date of
recording, acceptable to mortgage lending institutions generally and (iii) other
matters to which like  properties  are commonly  subject which do not materially
interfere  with the  benefits  of the  security  intended  to be provided by the
Mortgage or the use, enjoyment,  value or marketability of the related Mortgaged
Property.  Except as set forth in Section 5.7(d)(i) of the Disclosure  Schedule,
there are no  mechanics,  or similar  liens or claims  which have been filed for
work, labor or material (and no rights are outstanding that under law could give
rise to such lien)  affecting the Mortgaged  Property  which are or may be liens
prior to, or equal or coordinate with, the lien of the Mortgage.  Except for any
Mortgage  Loan secured by a Mortgaged  Property  located in Iowa, as to which an
opinion  of counsel of the type  customarily  rendered  in such State in lieu of
title insurance has been received,  a valid and enforceable  title policy,  or a
commitment  to issue  such a policy,  has been  issued  and is in full force and
effect for each such  Mortgage  Loan in the  amount  not less than the  original
principal  amount of such  Mortgage  Loan,  which title policy  insures that the
related  Mortgage  is a valid  first  lien  on the  Mortgaged  Property  therein
described and that the Mortgaged  Property is free and clear of all encumbrances
and  liens  having  priority  over  the  lien of the  Mortgage,  subject  to the
exceptions set forth in this Section 5.7(d), and otherwise satisfies  applicable
Regulations.  The mortgagee, its successors and/or assigns, is the named insured
and the sole insured of such mortgage title insurance policy,  proper assignment
of the title policy has been or by the applicable  Transfer Date will be made to
Purchaser,  and the  assignment  to Purchaser of such  interest in such mortgage
title  insurance  policy does not require the consent of or  notification to the
Insurer,  or any  required  consent  has been  obtained by Seller at the time of
assignment.  Except  as set  forth  in  Section  5.7(d)(ii)  of  the  Disclosure
Schedule,  no claims have been made under such mortgage title insurance  policy,
and none of Seller, the Originator or Prior Servicer,  as applicable,  has done,
by act or omission,  anything  that would  impair the coverage of such  mortgage
title insurance policy. All tax  identifications  and property  descriptions are
legally sufficient. All required assignments of Mortgages have been recorded, or
sent for  recording,  in the proper  jurisdiction  such that record title to the
Mortgage  Loan is or will be vested in Seller  or the  appropriate  Investor  as
required by the applicable Regulations.

         (e) Except as set forth in  Section  1(i) of the  Disclosure  Schedule,
there is no default,  breach,  violation or event of acceleration existing under
any Mortgage Loan, and no event has occurred which,  with the passage of time or
with notice and the expiration of any grace or cure period,  would  constitute a
default, breach,  violation or event of acceleration;  and Seller has not waived
any default, breach,  violation or event of acceleration.  Except as approved by
the  applicable  Investor and except for loss  mitigation  and error  correction
activities taken in accordance with applicable  Regulations,  neither Seller nor
any Originator or Prior Servicer has (i) agreed to any  modification,  extension
or  forbearance in connection  with a Mortgage Note or Mortgage,  (ii) released,
satisfied or canceled any Mortgage  Note or Mortgage in whole or in part,  (iii)
subordinated  any Mortgage in whole or in part,  or (iv)  released any Mortgaged
Property  in whole or in part  from the lien of any  Mortgage,  and the  written
instrument  necessary  to effect  any of the  foregoing  has been  recorded,  if
necessary,  and is part of the Mortgage Loan  Documents and otherwise  satisfies
applicable  Regulations.  Seller has not advanced its funds to cure a default or
delinquency with respect to any such Mortgage Loans,  except for deficiencies in
Mortgage  Escrow  Payments.  Except as set forth on  Section  5.7(e) of, or with
respect  to  buy  down  arrangements  set  forth  on  Section  5.7(r)(i)  of the
Disclosure Schedule, Seller has not induced, solicited or knowingly received any
advance  of funds by a party  other than the  Mortgagor  on the  Mortgage  Loan,
directly  or  indirectly,  for the  payment  of any  amount  required  under the
Mortgage Loan.

         (f) All payments  received by Seller with respect to any Mortgage  Loan
have  been  remitted  and  properly  accounted  for as  required  by  applicable
Regulations. All funds received by Seller in connection with the satisfaction of
Mortgage Loans,  including but not limited to foreclosure proceeds and insurance
proceeds from hazard losses,  have been deposited in the  appropriate  principal
and interest account or taxes and insurance account included among the Custodial
Accounts,  and all such funds have been applied to reduce the principal  balance
of the  Mortgage  Loans in  question,  or for  reimbursement  of  repairs to the
Mortgaged  Property or as otherwise required by applicable  Regulations,  or are
and will be in one of the  Custodial  Accounts on the Closing  Date.  The unpaid
balances of the Mortgage  Loans are as stated in the Mortgage Loan  Documents to
be delivered to Purchaser.



<PAGE>


         (g) Except as set forth in Section 5.7(g) of the  Disclosure  Schedule,
each Mortgage Loan which is  represented  by Seller to have FHA insurance is, or
is eligible  without  limitation to be, insured pursuant to the National Housing
Act. Each Mortgage Loan which is  represented  by Seller to be guaranteed by the
VA is, or is eligible in the normal course of business to be,  guaranteed  under
the  provisions of Chapter 37 of Title 38 of the United States Code. If required
by FNMA or FHLMC, each Conforming  Conventional Loan is, or prior to the Closing
Date will be,  insured as to payment  defaults  by a policy of primary  mortgage
guaranty insurance in the amount required, and by an Insurer approved by FNMA or
FHLMC,  and all provisions of such primary  mortgage  guaranty  insurance policy
have been and are being complied  with,  such policy is in full force and effect
and all premiums due thereunder have been paid. As to each mortgage insurance or
guaranty certificate,  each of Seller and, to Seller's Knowledge, any Originator
and Prior Servicer,  has complied with applicable provisions of the insurance or
guaranty  contract and federal statutes and  regulations,  all premiums or other
charges due in connection with such insurance or guaranty have been paid,  there
has been no act or omission  which would or may invalidate any such insurance or
guaranty  with respect to  Purchaser,  and the insurance or guaranty is, or when
issued,  will be, in full force and effect with respect to each  Mortgage  Loan.
There are no  defenses,  counterclaims,  or rights of setoff  against  Purchaser
affecting the validity or enforceability  of any mortgage  insurance or guaranty
with respect to a Mortgage Loan.

         (h) Seller  and,  to  Seller's  Knowledge,  each  Originator  and Prior
Servicer have complied,  in all material respects,  with applicable  Regulations
pertaining  to the  origination,  sale  and  servicing  of the  Mortgage  Loans,
including   without   limitation   truth-in-lending,   real  estate   settlement
procedures,  fair credit  reporting,  and fair  housing,  anti-redlining,  equal
credit opportunity and every other prohibition  against unlawful  discrimination
in  residential  or  governing  consumer  credit,  and  also  including  without
limitation the Consumer  Credit  Reporting Act, Equal Credit  Opportunity Act of
1975 and  Regulation  B, Fair Credit  Reporting  Act,  Truth in Lending  Law, in
particular,  Regulation Z as amended, the Flood Disaster Protection Act of 1973,
the Real Estate  Settlement  Procedures  Act of 1974, and Regulation X and state
consumer credit codes and laws. To Seller's Knowledge, each Originator and Prior
Servicer was qualified to do business,  and had all requisite licenses,  permits
and approvals,  in the states in which the applicable  Mortgaged  Properties are
located,  except  where the failure to possess  such  qualifications,  licenses,
permits  and  approvals   would  not   materially   and  adversely   affect  the
enforceability  of the Mortgage Loan  Documents by Purchaser,  or otherwise have
any material and adverse affect on Purchaser.

         (i) All taxes,  governmental  assessments,  insurance premiums,  water,
sewer and municipal charges,  leasehold  payments,  ground rents relating to the
Mortgage  Loans have been paid to the extent such items are  required to be paid
pursuant to applicable  Regulations and as herein  provided.  Each Mortgage Loan
is, or by the  Closing  Date will be covered  by a valid and freely  assignable,
life of loan, tax service contract and flood tracking services contract, in full
force and effect, with Trans America Real Estate Tax Service, Trans America Real
Estate  Flood  Service  and/or  GeoTrac,  respectively,  and Seller has provided
Purchaser  with a list, to be updated as of the Closing Date,  identifying  each
such contract.



<PAGE>




         (j) All  improvements  upon the Mortgaged  Property are insured against
loss by such fire, hazard and/or extended coverage  insurance policies as may be
required by  applicable  Regulations  in an amount that is at least equal to the
outstanding principal balance of the Mortgage Loan or the full replacement value
of  the  Mortgaged  Property,   whichever  is  greater,  subject  to  applicable
Regulations  that limit the amount of such insurance  that may be required.  The
insurance  policy is in a form, and is issued by an Insurer,  that is acceptable
to the  applicable  Investor with respect to the Mortgage Loan. If the Mortgaged
Property was at the time of  origination  in an area  identified  by the Federal
Emergency  Management  Agency as having  special flood hazards or the applicable
Regulations otherwise require, then the Mortgaged Property is covered by a flood
insurance  policy that is in a form, and is issued by an insurer,  acceptable to
the applicable  Investor,  and the policy is in an amount that is at least equal
to (a) the  outstanding  principal  balance  of the  Mortgage  Loan,  or (b) the
maximum  amount  of  insurance  that  is  available  under  the  Flood  Disaster
Protection  Act of  1973,  whichever  is less;  provided,  however,  that  flood
insurance will not be required if the Mortgaged  Property is an individual  unit
in a condominium if the applicable Investor does not require such insurance with
respect to the unit.  The Mortgage for each Mortgage Loan  obligates the related
Mortgagor to maintain all hazard  insurance  required by this Section 5.7(j) and
to pay all premiums and charges in connection therewith,  and on the Mortgagor's
failure to do so,  authorizes  the  mortgagee  to  maintain  such  insurance  at
Mortgagor's  cost  and  expense  and to seek  reimbursement  therefor  from  the
Mortgagor.  If the  Mortgaged  Property is an  individual  unit in a condominium
project or an  individual  unit in a planned unit  development,  then the common
elements  and  property  of the  condominium  project  or the  common  areas and
property of the planned unit  development are insured against loss by such fire,
hazard,  extended  coverage and flood insurance  policies as are required by the
applicable  Investor.  Without limiting the foregoing,  each required  insurance
policy is in a form and amount, and is issued by an Insurer,  that is acceptable
to the applicable  Investor with respect to the  condominium  project or planned
unit development.  Additionally, if the Mortgaged Property is an individual unit
in a condominium  project or an individual  unit in a planned unit  development,
then  general  liability,  fidelity  and all  other  insurance  required  by the
applicable  Investor is maintained in connection with the condominium project or
planned unit  development,  and each required  insurance policy is in a form and
amount,  and is issued  by an  Insurer,  that is  acceptable  to the  applicable
Investor with respect to the  condominium  project or planned unit  development.
With respect to each insurance  policy required by this Section  5.7(j),  to the
extent  required  by the  applicable  Regulations:  (A) the policy  contains  an
endorsement  providing  that advance  written notice will be given in writing to
the mortgagee,  its  successors  and/or assigns in the event the policy is to be
canceled,  no later than the time specified in the applicable  Regulations;  (B)
the mortgagee,  its successors and/or assigns, or such other appropriate Persons
specified by applicable  Regulations,  are named in the mortgage  clause or loss
agent  clause of the  policy,  and as a result the  payment for any loss will be
made to the mortgagee,  its successors and/or assigns, or such other appropriate
Persons, and in the event of loss, the interest of the mortgagee as successor in
interest  will  not be  impaired  by an act or  neglect  of the  Mortgagor,  any
foreclosure,  notice  of  sale  or any  change  in  ownership  of the  Mortgaged
Property;  and (C) Seller has provided the appropriate Insurer with such notice,
or has obtained  such  consent,  as is necessary  to designate  the  appropriate
Persons  required  by the  applicable  Regulations  as loss  payee on each  such
insurance  policy. In addition,  if the provisions  specified in clauses (B) and
(C) are not  applicable  with regard to a  particular  insurance  policy but are
required by the  applicable  Regulations,  Seller has obtained a certificate  of
insurance in the form  required by the  applicable  Regulations.  All  insurance
policies  required by this Section 5.7(j) are in full force and effect,  and all
premiums with respect to such  policies have been paid.  Except with the consent
of the applicable  Investor and Insurer  providing  mortgage  insurance,  to the
extent that such  consent was  required  under the  applicable  Regulations,  no
casualty  insurance  proceeds  for  property  damage  have  been  used to reduce
Mortgage Loan  balances or for any other  purpose  except to make repairs to the
Mortgaged  Property.  There are no (i) uninsured casualty losses,  (ii) casualty
losses where  coinsurance  has been claimed (or Seller has any reason to believe
will be  claimed)  by an  Insurer  or (iii)  casualty  losses  where  the  loss,
exclusive  of  contents,  is greater  than the  recovery,  less actual  expenses
incurred in such  recovery  from the  Insurer,  in each case with respect to any
Mortgaged Property.

         (k) To Seller's Knowledge, except as disclosed in Section 5.7(k) of the
Disclosure  Schedule,  there exists no physical damage to any Mortgaged Property
from fire, flood, windstorm, earthquake, tornado, hurricane or any other similar
casualty,  which physical damage would materially and adversely affect the value
or  marketability  of any Mortgage  Loan, the Servicing  thereof,  the Mortgaged
Property or the  eligibility of the Mortgage Loan for insurance  benefits by any
Insurer.  There is no proceeding  pending for the total or partial  condemnation
of, or eminent  domain  with  respect  to, the  Mortgaged  Property.  All of the
improvements  that were  included for the purpose of  determining  the appraised
value of the  Mortgaged  Property for a Mortgage  Loan and lie wholly within the
boundaries  and building  restriction  lines of the Mortgaged  Property,  and no
improvements  on adjoining  properties  encroach  upon the  Mortgaged  Property,
unless  covered by title  insurance or waivers.  With  respect to any  Mortgaged
Property, in each case, to Seller's Knowledge,  and without having performed any
investigation, the related Mortgagor is not in and has not been in violation of,
no prior owner of such  property was in violation  of, and the property does not
violate  any  standards   under,   applicable   statutes,   ordinances,   rules,
regulations, orders or decisions with regard to pollutants or hazardous or toxic
substances,   including  without  limitation  the  Comprehensive   Environmental
Response,  Compensation and Liability Act, Federal Water Pollution  Control Act,
Clean Air Act,  and Toxic  Substances  Control Act, as such laws are amended and
supplemented  from  time to time  and any  analogous  federal,  state  or  local
statutes, rules and regulations.



<PAGE>


         (l) Except as disclosed in Section  5.7(l) of the  Disclosure  Schedule
with respect to pools which have not been finally certified,  all Mortgage Pools
have been initially certified,  finally certified and/or recertified if required
by and otherwise in accordance with applicable  Regulations,  and the securities
backed by such Mortgage Pools have been issued on uniform documents, as required
by applicable Regulations without any material deviations therefrom.  Subject to
the  obligations  of Seller  pursuant to Section 7.9 hereof,  the Mortgage  Loan
Documents  to be delivered to  Purchaser  will include all  documents  necessary
(other than  Assignments  of Mortgage  Instruments  that are to be  delivered by
Seller after the  applicable  Transfer Date) in order for  Purchaser's  document
custodian to finally certify or recertify, as applicable,  the Mortgage Pools in
accordance  with the applicable  Regulations by the  applicable  deadline.  Each
Mortgage Loan included in a Mortgage Pool meets all eligibility  requirements of
the  Investor for  inclusion in such  Mortgage  Pool.  After the  reconciliation
required  hereunder,  each  Mortgage  Pool will be properly  balanced  and fully
funded.

         (m) With  regard  to each  Mortgage  Loan,  Seller is  transferring  to
Purchaser or its designee the Mortgage Loan Documents  which contain each of the
documents and  instruments  specified to be included  therein and required to be
maintained under the applicable Regulations;  and such document or instrument is
duly executed and in form acceptable to the applicable Investor or Insurer.

         (n) In the event the related  Mortgage  constitutes a deed of trust,  a
trustee, duly qualified under applicable law to serve as such, has been properly
designated  and  currently so serves and is named in the Mortgage and no fees or
expenses  are or  will  become  payable  by  the  Purchaser,  or the  applicable
Investor,  or their respective  successors and assigns, to the trustee under the
deed of trust,  except as expressly  provided in the Mortgage Loan Documents for
the performance of duties by the trustee after a default by the Mortgagor.

         (o) The origination,  sale and servicing  practices used by Seller and,
to Seller's  Knowledge,  any  Originator and Prior Servicer with respect to each
Mortgage Loan have been in all material  respects in accordance  with applicable
Regulations.  With respect to Mortgage Escrow  Payments,  except as disclosed in
Section  5.7(o)  of the  Disclosure  Schedule  there  exist no  deficiencies  in
connection therewith for which customary arrangements for repayment thereof have
not been made, and no Mortgage  Escrow  Payments or payments or other charges or
prepayments due from Mortgagor have been  capitalized  under any Mortgage or the
related Mortgage Note.

         (p) The loan-to-value  ratio of each Mortgage Loan did not, at the time
of origination,  exceed the maximum amount permitted by the applicable  Investor
and  Insurer  for such  Mortgage  Loan.  To Seller's  Knowledge,  the  appraisal
prepared  in  connection  with each  Mortgaged  Property  provided  an  accurate
estimate  of bona fide  market  value of the  Mortgaged  Property at the time of
origination and was prepared by a qualified appraiser with no direct or indirect
interest in the  Mortgaged  Property,  and both the  appraisal and the appraiser
satisfied all applicable Regulations.

         (q) To  Seller's  Knowledge,  no fraud has  occurred on the part of any
Person in connection with any Mortgage Loan, that could materially and adversely
affect  Purchaser or the  Servicing of such Mortgage Loan or result in Purchaser
incurring losses.



<PAGE>


         (r) No Mortgage Loan contains terms or provisions (i) that would result
in negative  amortization  or,  except as set forth in Section  5.7(r)(i) of the
Disclosure Schedule,  provide for an interest rate buydown or (ii) except as set
forth in Section  5.7(r)(ii) of the Disclosure  Schedule,  pursuant to which the
Mortgage Loan will convert, or whereby its Mortgagor is permitted  prospectively
to convert the Mortgage Loan,  from an adjustable  rate mortgage loan to a fixed
rate mortgage loan. All Mortgage Loans are secured by single-family  (i.e., one-
to four- family)  residential real property,  and except as set forth in Section
5.7(r)(iii) of the Disclosure Schedule none of the Mortgage Loans are or will be
(a) insured under section 203k, 235, 245 or 265 of the National Housing Act, (b)
graduated payment loans that are still in the adjustment period of the loan, (c)
reverse mortgage loans or (d) housing  authority loans, (e) coinsured,  (f) Home
Equity  Loans,  (g) VA vendee  loans,  (h) FNMA  Timesaver  Loans (as defined in
Regulations),  (i) bi-weekly payment loans or (j) Texas Veteran Land Board loans
or relate to such  loans.  Except as  disclosed  in  Section  5.7(r)(iv)  of the
Disclosure Schedule,  none of the Mortgage Loans are secured by a condominium or
a  cooperative  unit.  With  respect  to a  Mortgage  Loan that is  secured by a
condominium,  planned unit  development or cooperative  unit, if required by the
applicable  Investor,  the condominium,  planned unit development or cooperative
unit  has and had all  necessary  project  acceptances,  the  Mortgage  Loan was
underwritten  using  all  special  property  appraisal  methods,  and  the  loan
otherwise meets and met any and all other special acceptance  requirements under
the applicable Regulations.  No Mortgage Loan is secured by manufactured housing
that is not affixed to a permanent structure.

         (s) Except as set forth in Section 5.7(s) of the  Disclosure  Schedule,
Seller has not received notice from any Mortgagor or other party with respect to
the  Mortgage  Loans of a request for relief  pursuant to or invoking any of the
provisions  of the  Soldiers  and Sailors  Relief Act of 1940 or any similar law
which would have the effect of  suspending or reducing the  Mortgagor's  payment
obligations  under a Mortgage  Loan or which would  prevent such loan from going
into foreclosure.

         (t) The related  Mortgage  Note is not and has not been  secured by any
collateral except the lien of the corresponding Mortgage.

         (u) Seller and each  Originator  and Prior  Servicers  have remitted or
otherwise  made  available  to each  Investor  (i) all  principal  and  interest
payments  received  to which the  Investor  is  entitled  under  the  applicable
Servicing  Agreements,  including without limitation any guaranty fees, and (ii)
all  advances of  principal  and interest  payments  required by such  Servicing
Agreements.  In accordance with the applicable Regulations,  Seller has prepared
and  submitted to each  Investor all reports in  connection  with such  payments
required by the applicable Regulations.



<PAGE>


         V.8  Mortgage  Banking  Qualification.  Except as set forth in  Section
4.4(a),  4.4(b),  4.9(a) or 5.8 of the  Disclosure  Schedule,  Seller (a) to the
extent required for the conduct of the Acquired Business, is approved (i) by FHA
as an approved  mortgagee and servicer for FHA Loans,  (ii) by VA as an approved
lender  and  servicer  for VA  Loans,  (iii)  by FNMA and  FHLMC as an  approved
seller/servicer  of  first  lien  residential  mortgages  and (iv) by GNMA as an
authorized  issuer and  approved  servicer  of  GNMA-guaranteed  mortgage-backed
securities, (b) has all other material certifications, authorizations, licenses,
permits and other  approvals,  including  without  limitation  those required by
State Agencies,  that are necessary to conduct the Acquired  Business (or, where
legally permissible, any waiver of or exemption from any of the forgoing by such
Agency  or  State  Agency)  and (c) is in good  standing  under  all  applicable
federal,  state and local laws and  regulations  thereunder  (the  approvals set
forth in this Section 5.8 being collectively referred to as "Licenses").

         V.9  Mortgage  Banking  Compliance.  (a) Except as set forth in Section
4.9(a) or 5.9(a) of the  Disclosure  Schedule,  Seller is in  compliance  in all
material respects with (i) all applicable  Regulations,  orders, writs, decrees,
injunctions  and other  requirements  of any court or  governmental  authorities
applicable  to its  conduct  of the  Acquired  Business,  and (ii) to the extent
applicable  with respect to the conduct of the Acquired  Business,  all Mortgage
Loan Documents relating to each Mortgage Loan.

         (b) All  Custodial  Accounts  required to be  maintained by Seller have
been  established  and  continuously  maintained  in all  material  respects  in
accordance with applicable Regulations. Except as to payments which are past due
under the  Mortgage  Loans,  all  Custodial  Account  balances  required  by the
Mortgage  Loans and paid to Seller for the account of the  Mortgagors  under the
Mortgage  Loans have been  credited  to the  appropriate  account  and have been
retained in and disbursed from the  appropriate  account in accordance  with the
applicable Regulations.  Except as set forth in Section 5.9(b) of the Disclosure
Schedule,  within  the last 12 months  prior to the  applicable  Transfer  Date,
Seller has  analyzed the payments  required to be deposited  into the  Custodial
Accounts and adjusted the payment  thereto in order to eliminate any  deficiency
that  Seller  may  have  discovered,  except  with  respect  to  Mortgage  Loans
originated within the last 12 months prior to the applicable Transfer Date. With
regard to Mortgage Loans that provide for Mortgage Escrow Payments,  Seller and,
to Seller's  Knowledge,  each  Originator  and Prior  Servicer,  in all material
respects,  has (i)  computed  the amount of such  payments  in  accordance  with
applicable Regulations,  (ii) paid on a timely basis all charges and other items
to be paid  out of the  Mortgage  Escrow  Payments,  and  when  required  by the
applicable  Servicing  Agreement  has advanced its own funds to pay such charges
and items,  and (iii)  delivered to the related  Mortgagors  the  statements and
notices  required by applicable  Regulations  in  connection  with the Custodial
Accounts,  including without limitation statements of taxes and other items paid
out of the Mortgage  Escrow Payments and notices of adjustments to the amount to
the Mortgage  Escrow  Payments.  Except as  disclosed  in Section  5.9(b) of the
Disclosure  Schedule,  Seller is not obligated under the Mortgage Loan Documents
(as opposed to under applicable law) to pay to, or have credited for the benefit
of, a Mortgagor interest with respect to funds in a Custodial Account.



<PAGE>


         (c)  Seller  has not done or failed to do, or has  caused to be done or
omitted  to be done,  any act  required  of Seller,  the  effect of which  would
operate to  invalidate  or impair (i) any FHA insurance or commitment of the FHA
to insure, (ii) any VA Guarantee or commitment of the VA to guarantee, (iii) any
title  insurance  policy,  (iv)  any  hazard  insurance  policy,  (v) any  flood
insurance  policy,  (vi) any fidelity  bond,  direct  surety bond, or errors and
omissions  insurance  policy  required by HUD, GNMA,  FNMA,  FHA,  FHLMC,  VA or
private mortgage insurer or (vii) an surety or guaranty agreement.

         V.10  Inquiries.  Section  4.8(ii) or 5.10 of the  Disclosure  Schedule
contains a true and correct list of each written audit,  investigation report or
complaint  in respect of Seller by any Agency,  Investor or Insurer  received by
Seller since  January 1, 1995 which  asserted a material  failure to comply with
applicable  Regulations  affecting the Acquired Business or the Purchased Assets
or resulted in (a) a repurchase by Seller of ten or more  Mortgage  Loans and/or
REOs  acquired as a result of a default  under a Mortgage Loan from such Agency,
Investor  or  Insurer  in any  period  equal  to or  less  than  one  year,  (b)
indemnification  by Seller in connection  with ten or more Mortgage Loans in any
period  equal to or less than one year,  or (c)  rescission  of an  insurance or
guaranty contract or agreement  applicable to ten or more Mortgage Loans. Except
as set forth in Section  4.8(ii) or 5.10 of the  Disclosure  Schedule and except
for customary ongoing quality control reviews,  no such audit,  investigation or
complaint is pending.

         V.11  IRS  Reports.  Seller  has  filed  or will  file  all IRS  Forms,
including without limitation Forms 1041 Schedule K-1, 1041, 1099 INT, 1099 MISC,
1099A and 1098, as  appropriate,  which are required to be filed with respect to
the  Servicing  for activity  that occurs on or before  December  31, 1997,  and
Seller shall file all IRS Forms with respect to the Servicing that must be filed
on or before the Closing Date.



                                   ARTICLE VI

               GENERAL REPRESENTATIONS AND WARRANTIES OF PURCHASER

         As an  inducement  to  Seller  to  enter  into  this  Agreement  and to
consummate  the  transactions  contemplated  hereby,  Purchaser  represents  and
warrants  as  follows,  it  being  acknowledged  by  Purchaser  that  each  such
representation and warranty relates to material matters upon which Seller relied
and,  solely for  purposes  of Article  XIII,  shall  survive  the  Closing  and
applicable  Transfer  Date,  and it  being  understood  that,  unless  otherwise
expressly  provided  herein,  each such  representation  and warranty is made to
Seller as of the  Effective  Date and  (subject  to Section  9.3(a)) the Closing
Date, and the Purchaser Transfer Date Representations and Warranties are made to
Seller on each applicable Transfer Date:

         VI.1  Organization.  Purchaser  is a  corporation  duly  organized  and
validly existing under the laws of the State of Florida.



<PAGE>


         VI.2 Authority.  Purchaser has full power and authority  (corporate and
other) to execute and deliver this Agreement and any  documents,  agreements and
instruments to be executed and delivered by it pursuant to or in connection with
this Agreement and to perform its  obligations  and consummate the  transactions
contemplated  hereunder and thereunder.  The execution and delivery by Purchaser
of this Agreement and any documents,  agreements and  instruments to be executed
and delivered by it pursuant to or in connection  with this  Agreement,  and the
consummation  of  the  transactions  and  the  performance  of  the  obligations
contemplated  hereby and thereby,  have been duly and validly  authorized by all
necessary  corporate  action on the part of  Purchaser,  and no other  corporate
proceedings   on  the  part  of  Purchaser  are  necessary  to  consummate   the
transactions  contemplated hereby and thereby.  This Agreement has been duly and
validly  executed and delivered by Purchaser and constitutes a valid and legally
binding agreement of Purchaser  enforceable against Purchaser in accordance with
its terms, and the other  documents,  agreements and instruments to be delivered
by Purchaser  pursuant to this Agreement will,  when executed and delivered,  be
duly and validly  executed by Purchaser and constitute valid and legally binding
obligations of Purchaser  enforceable against Purchaser in accordance with their
terms, except as affected by any bankruptcy,  insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors' rights
generally and general equitable  principles  (whether considered in a proceeding
in equity or at law).

         VI.3 Non-Contravention. The execution and delivery of this Agreement by
Purchaser  does not,  and the  consummation  by  Purchaser  of the  transactions
contemplated hereby and the performance by Purchaser of the obligations which it
is obligated  to perform  hereunder  will not, (i) violate any  provision of the
constituent  documents  of  Purchaser  or  (ii)  assuming  that  all  Regulatory
Authorizations  and all Third Party  Consents  have been  obtained or made,  (A)
violate in any respect any law, regulation,  rule, order,  judgment or decree to
which  Purchaser  is  subject  or (B)  violate  in any  respect,  result  in the
termination  or  the  acceleration  of,  or  conflict  with  in any  respect  or
constitute a default  under,  any  Contract to which  Purchaser is a party or by
which any of its property is bound.

         VI.4 Consents.  Except for (i) such Regulatory Authorizations and Third
Party  Consents as shall be sought prior to the Closing Date and (ii) such other
Regulatory  Authorizations  and Third Party  Consents the absence of which would
not enable any person to enjoin the transactions contemplated by this Agreement,
no Regulatory Authorization or Third Party Consent is required for the execution
and  delivery  of this  Agreement,  the  Preferred  Partner  Agreements  and any
document,  agreement or instrument required to be executed by Purchaser pursuant
to or in connection with this Agreement or the Preferred Partner  Agreements and
the  consummation  by  Purchaser  of the  transactions  contemplated  hereby and
thereby.

         VI.5 Brokers.  Other than Cohane Rafterty  Securities,  Inc., whose fee
will be paid by Purchaser,  no broker,  investment banker,  financial advisor or
other Person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection  with the  transactions  contemplate  by
this Agreement based upon  arrangements made by or on behalf of Purchaser or any
of its Affiliates.



<PAGE>


         VI.6 No Regulatory  Impediment.  As of the Effective Date, Purchaser is
not aware of any fact relating to its business, operations,  financial condition
or legal  status  that could  reasonably  be  expected  to impair its ability to
obtain,  on a timely  basis,  all  Regulatory  Authorizations  necessary for the
consummation of the transactions contemplated hereby.

         VI.7 Statements Made. No representation,  warranty or written statement
made by Purchaser in this  Agreement or in any written  statement or certificate
furnished by Purchaser to Seller pursuant to Article IX contains or will contain
any  misstatement  of a material  fact or omits or will omit to state a material
fact necessary in order to make the  representations,  warranties and statements
contained  herein and therein not  misleading in light of the  circumstances  in
which they are made.


                                   ARTICLE VII

                                    COVENANTS

         VII.1 Conduct of Business. During the period from the Effective Date to
the Closing Date Seller, jointly and severally, agrees that:

         (a) Except to the extent that Purchaser  provides prior written consent
to do otherwise, or except as expressly permitted or required by this Agreement,
Seller  shall (i)  maintain  its  corporate  existence  in good  standing,  (ii)
maintain the general character of the Acquired Business and conduct the Acquired
Business in a commercially  reasonable manner consistent with past practice,  as
modified by the  Transitional  Agreement,  (iii)  maintain  proper  business and
accounting  records  relative to the Acquired  Business,  (iv) use  commercially
reasonable  efforts  to  preserve   relationships  with  customers,   suppliers,
Investors  and  Insurers of the  Acquired  Business,  (v)  maintain at least its
standard  retention  practices  and  arrangements  for employees of the Acquired
Business  consistent with past practice,  (vi) maintain the Purchased  Assets in
good  condition and repair,  ordinary  wear and tear  excepted,  (vii)  maintain
presently existing insurance  coverages with respect to the Purchased Assets and
the  Acquired  Business,  and  (viii)  use  commercially  reasonable  efforts to
preserve the Acquired Business;

         (b) No material  change shall be made by Seller in accounting  methods,
principles or practices relating to the Acquired Business (i) unless required by
law or by changes in GAAP, (ii) unless Purchaser  provides prior written consent
to the  change,  or (iii)  except as  expressly  permitted  or  required by this
Agreement.



<PAGE>


         (c) Seller shall not,  without the prior written  consent of Purchaser,
or except as expressly  permitted or required by this Agreement,  (i) enter into
any  material  contract,  transaction  or  commitment  relating to the  Acquired
Business,  including without limitation any contract,  transaction or commitment
(other than related to this Agreement) regarding the sale of any Servicing; (ii)
increase or agree to increase the salary,  remuneration  or  compensation of any
employee  listed in Section 4.16(c) of the Disclosure  Schedule  (except for (A)
any  increase(s)  with  respect  to any  such  employee  to whom  Purchaser  has
indicated  that it will not offer  employment,  (B) annual  merit  increases  on
relevant employment  anniversary dates for non-exempt  employees,  provided such
increases do not exceed 6% on average and are  consistent  with past  practices,
and (C) increases  resulting  solely from promotions or reassignment of duties);
(iii) enter into, amend or revise any employment compensation, bonus, severance,
retirement or other similar  agreement;  (iv) directly or indirectly  solicit an
employee  listed in Section  4.16(c) of the Disclosure  Schedule (other than any
such employee whom Purchaser has indicated that it will not offer employment) to
transfer  employment to any Affiliate of Seller;  (v)  renegotiate or change the
terms of any Leases  other than in the  ordinary  course of business  consistent
with past practice;  (vi) settle any lawsuits or government  enforcement actions
related to the Acquired Business or Purchased Assets,  other than the lawsuit(s)
listed in Schedule 7.1(c)(v) of the Disclosure  Schedule;  (vii) sell, transfer,
assign or otherwise  dispose of or encumber any of the  Purchased  Assets in one
transaction  or a series  of  related  transactions  having a value in excess of
$100,000;  (viii)  cancel  any debt or waive or  compromise  any  claim or right
relating  to the  Acquired  Business in one  transaction  or a series of related
transactions  having  a value in  excess  of  $100,000;  (ix)  make any  capital
expenditure  or  commitment  in  excess of  $100,000  relating  to the  Acquired
Business;  (x) except with respect to endorsements of negotiable  instruments in
the ordinary  course of its  business or with  respect to its  mortgage  banking
business in  accordance  with past  practice,  incur,  assume or  guarantee  any
indebtedness for borrowed money which will constitute an Assumed Liability as of
the Closing Date; or (xi) agree to do any of the foregoing.

         (d)  Except  (i) in  response  to  competitive  conditions  in order to
preserve  the value of its  franchise,  (ii) as  required by  applicable  law or
Investor or Insurer  requirements,  (iii) with the prior consent of Purchaser or
(iv) as  expressly  permitted  or required by this  Agreement,  Seller shall not
materially  alter or vary its  methods or  policies  of  underwriting,  pricing,
originating,  warehousing,  selling or servicing, or buying or selling rights to
service, Mortgage Loans.

         (e)  Without  the  prior  written  consent  of  Purchaser  or except as
expressly  permitted or required by this  Agreement,  Seller shall not terminate
any Servicing Agreement.

         (f)  Without  the  prior  written  consent  of  Purchaser  or except as
expressly  permitted or required by this Agreement,  Seller shall not enter into
any  Servicing  Agreement  which  provides  for Recourse  against  Seller or the
servicer  or add any  Servicing  which  provides  for such  Recourse  under  any
existing Servicing Agreement.

         (g) Seller shall  perform all of its  obligations  under the  Preferred
Partner Agreements and any Transitional Agreements.



<PAGE>


Notwithstanding the preceding  provisions of this Section 7.1, during the period
from the Effective  Date to the Closing Date, as  contemplated  in the Operating
Agreement,  Seller may sell or transfer, or enter into one or more agreements to
sell or transfer,  any asset of Seller,  except for the Purchased Assets. During
the period from the  Effective  Date to the Closing  Date the officers of Seller
shall confer on a regular basis with Purchaser as to the Acquired Business,  and
report periodically on the general status of the ongoing operations thereof.

         VII.2 No Solicitation.  Seller agrees that,  during the period from the
Effective  Time to September 30, 1998,  neither it nor any of its Affiliates nor
any of their  respective  officers and directors  shall, and Seller shall direct
and use  its  reasonable  best  efforts  to  cause  its  employees,  agents  and
representatives (including without limitation any investment banker, attorney or
accountant retained by it or any of its subsidiaries) not to, initiate,  solicit
or  encourage,  directly  or  indirectly,  any  inquiries  or the  making of any
proposal  or  offer  (including  without  limitation  any  proposal  or offer to
shareholders  of Seller) with respect to any direct or indirect  purchase of all
or any significant portion of the Acquired Business or the Purchased Assets (any
such  proposal  or  offer  being  hereinafter  referred  to as  an  "Acquisition
Proposal") or engage in any negotiations concerning, or provide any confidential
information or data to, or have any discussions  with, any person relating to an
Acquisition  Proposal, or otherwise knowingly facilitate any effort to implement
an  Acquisition  Proposal.  Seller  will  immediately  cease  and  cause  to  be
terminated any existing activities, discussions or negotiations with any parties
conducted  heretofore  with  respect to any of the  foregoing  and  enforce  any
confidentiality  agreements to which it or any of its  subsidiaries  is a party.
Seller will take the necessary  steps to inform the  appropriate  individuals or
entities referred to in the first sentence hereof of the obligations  undertaken
in this  Section  7.2.  Seller  will  notify  (describing  the  relevant  facts)
Purchaser  immediately  if any such  inquiries or proposals are received by, any
such information is requested from, or any such  negotiations or discussions are
sought to be  initiated or continued  with,  Seller and will  continue to inform
Purchaser of the status of such inquiries, proposals, requests, negotiations and
discussions.



<PAGE>


         VII.3 Access;  Confidentiality.  (a) Seller agrees to permit  Purchaser
and its  accountants,  counsel  and other  authorized  representatives  to have,
during the period from the Effective Date to the Closing Date, reasonable access
to the  premises,  books and records  relating to the Acquired  Business  during
normal  business  hours.  Seller  agrees to make  available  to  Purchaser  upon
reasonable  advance notice and during normal  business  hours,  the employees of
Seller  involved in the  conduct of the  Acquired  Business,  as  Purchaser  may
reasonably request, provided that such availability shall not interfere with the
normal operations of Seller.  Seller shall furnish Purchaser with such financial
and operational data and other information  relating to the Acquired Business as
Purchaser  shall  from  time  to  time  reasonably  request,  including  without
limitation  information  regarding  increases  in the  compensation  of  Persons
employed in the Acquired  Business that are, or were,  implemented  in 1998, and
other  information  regarding  the  compensation  of such  Persons  (other  than
information regarding any transaction award related to the sale of Seller or any
of its  Affiliates).  Except as otherwise  agreed to by Seller,  any information
heretofore or hereafter obtained from Seller by Purchaser or its representatives
shall  be  subject  to the  terms  of the  Confidentiality  Agreement,  and such
information  shall be held by Purchaser  and its  representatives  in accordance
with the terms of the Confidentiality Agreement; provided that after the Closing
Date the  Confidentiality  Agreement  shall  not  apply to any such  information
relating solely to the Acquired Business.

         (b) Purchaser  agrees that  following the Closing Date,  Seller and its
attorneys, accountants, officers and other representatives shall have reasonable
access,  during normal  business hours, to the books and records of the Acquired
Business to the extent they  relate to a period  prior to the Closing  Date (and
shall  permit  such  Persons to examine  and copy such books and  records to the
extent  requested by such party),  and shall cause the officers and employees of
the  Acquired  Business to furnish (to Seller or any of its  Affiliates,  or any
regulator  of  Seller  or any  of its  Affiliates)  all  information  reasonably
requested  by, and  otherwise  cooperate  with  (including  without  limitation,
allowing  employees who wish to assist  Seller or any of its  Affiliates to make
themselves  available for trial,  depositions  and other  litigation  endeavors;
provided that such assistance does not adversely  affect the employee's  present
job responsibilities)  Seller with respect to the Acquired Business or Purchased
Assets,  in  connection  with  regulatory   compliance,   indemnification  claim
verification,  pending or  threatened  litigation,  financial  reporting and tax
matters (including  financial and tax audits and tax contests) and other similar
business  purposes.  Purchaser  shall not  destroy  or  dispose of or permit the
destruction  or  disposition  of any such books and  records  without  the prior
written consent of Seller.

         VII.4 Taking of Necessary Action. (a) Each of the parties hereto agrees
to use  commercially  reasonable  effort to take or cause to be taken all action
and promptly to do or cause to be done all things necessary, proper or advisable
to  consummate  and  make  effective  the  transactions   contemplated  by  this
Agreement.  Without  limiting  the  foregoing  or any  other  provision  of this
Agreement, to the extent that any of the Purchased Assets are owned or leased by
an  Affiliate  of  Seller,  Seller  shall  cause  its  Affiliates  to  take  all
commercially  reasonable  action  and  promptly  do  or  cause  to be  done  all
commercially  reasonable things  necessary,  proper or advisable to transfer the
asset or  leasehold  interest  to  Purchaser  upon the terms and  subject to the
conditions of this Agreement.

         (b)  Purchaser  shall (i) as soon as  practicable  after the  Effective
Date, make such filings with respect to Regulatory Authorizations,  Licenses and
Permits as may be required or advisable to be filed by it in connection with the
transactions  contemplated  hereby  and  (ii)  use its  commercially  reasonable
efforts  to  consult  with and keep  Seller  informed  as to the  status of such
matters.



<PAGE>


         (c) Seller shall  cooperate  with  Purchaser in the  preparation of all
filings  with  respect  to  Regulatory  Authorizations,   Licenses  and  Permits
(including  requests for additional  information from Governmental  Authorities)
made by Purchaser  in  connection  with the  transactions  contemplated  by this
Agreement,  including  providing  such  information  as Purchaser may reasonably
request for inclusion therein.

         (d) To the extent that any  necessary  consents are not  obtained  with
regard  to the  assignment  of any of the  Purchased  Assets  to  Purchaser,  at
Purchaser's request, Seller agrees to use commercially reasonable efforts (i) to
provide to  Purchaser  the  benefits of any  contract or other  agreement or any
license,  permit or approval  intended to be included in the  Purchased  Assets,
(ii) to cooperate in any reasonable and lawful  arrangement  designed to provide
such  benefits to Purchaser  (through  subcontract  or other  arrangement  or by
following  procedures for resignation and  reappointment  of a substitute  party
thereto),  or (iii) to enforce for the  account and at the expense of  Purchaser
any rights of Seller  arising from any  contracts and other  agreements  and the
licenses,  permits and  approvals  intended to be included  among the  Purchased
Assets,  including  the right to elect to terminate  or not renew in  accordance
with the terms thereof on the advice of Purchaser.

         VII.5 Name and Marks. As of the Closing Date, Seller will cease the use
of the designation  "Banc One Mortgage  Corporation" or "Banc One" in connection
with Purchaser's  operation of the Acquired  Business and will eliminate the use
of any other designation or symbol indicating  affiliation  within 90 days after
the Closing Date with Seller or any Affiliate of Seller.  Insofar as promotional
materials are concerned,  placement on the covers thereof of a prominent  legend
negating  affiliation  with Seller or any  Affiliate  Seller  shall be deemed in
compliance  with the  requirements  of this Section with respect to materials on
hand as of the Closing Date which are used or  distributed  by  Purchaser  for a
period of no more than three months  following  the Closing  Date. In connection
with the acquisition of the Intellectual  Property of Seller by Purchaser on the
Closing Date,  following the Closing Seller shall cease using such  Intellectual
Property  (except as  otherwise  may be permitted  pursuant to the  Transitional
Agreement),  and Seller and Purchaser shall execute an assignment in the form of
Exhibit B hereto (the "Intellectual Property Assignment") regarding the transfer
of such  Intellectual  Property to  Purchasers.  Notwithstanding  the foregoing,
Purchaser  may cause  Seller to use Seller's  name during the Interim  Period to
facilitate the performance of Seller's obligations under Section 3.2 hereof.

         VII.6 Non-Competition and Related Matters. (a) Seller shall comply with
the restrictive  covenants set forth in the Operating Agreement  notwithstanding
any termination of such agreement,  which restrictive covenants are incorporated
herein by reference.



<PAGE>


         (b) Neither Seller nor any of its Affiliates will, on its own behalf or
in conjunction with or on behalf of any other Person,  (i) between the Effective
Date and Closing Date, directly or indirectly solicit for employment or hire any
Seller  employee  before  the  delivery  of the  Prospective  Employees  List by
Purchaser to Seller or, after the delivery of the  Prospective  Employees  List,
directly or indirectly solicit for employment or hire any Prospective  Employee,
or (ii) for a period of two (2) years  after the  Effective  Date,  directly  or
indirectly  solicit  for  employment  any  Prospective  Employee  who becomes an
employee of the  Purchaser  in  connection  with the  transactions  contemplated
hereby  while  such  employee  remains  employed  by  Purchaser  or  any  of its
Affiliates;  provided,  however, that the foregoing shall in no way limit Seller
or any of its Affiliates with respect to the advertisement to the general public
of employment opportunities not targeted to such employees.

         (c) Neither  Seller nor any of its  Affiliates  shall at any time after
the Closing Date make use of,  disclose or divulge to any Person any information
of a  proprietary,  secret  or  confidential  nature  relating  to the  Acquired
Business,  except such information may be disclosed (i) where necessary,  to any
Person in connection with the obtaining of the consents contemplated or required
by the terms of this Agreement,  (ii) if required by court order,  decree or any
applicable  law  (provided  the  Person  with  respect  to  which   confidential
information is being disclosed has been given sufficient notice thereof so as to
be in a position to seek an  appropriate  protective  order),  (iii)  during the
course of or in  connection  with any  litigation  or  claims  with  respect  to
obligations or liabilities  relating to the Acquired Business as conducted prior
to Closing,  including  any  governmental  investigation,  arbitration  or other
proceeding in  connection  therewith,  (iv) if required in  connection  with any
regulatory, governmental or related investigation,  inquiry or proceeding or any
regulatory compliance  requirements imposed upon Seller or any of its Affiliates
or (v) to credit rating agencies.

         VII.7 Disclosure. Except as contemplated by the terms of this Agreement
or as may otherwise be required by law, neither Seller nor Purchaser, nor any of
their  respective  Affiliates,  will  disclose to any Person not a party  hereto
(other than Affiliates,  who shall be bound by this provision) the terms of this
Agreement.  Seller  and  Purchaser  agree to consult  with each  other  prior to
issuing any press  release  relating to the  transactions  contemplated  by this
Agreement.

         VII.8 Final  Certification  and  Recertification.  (a) Seller shall use
commercially   reasonable   efforts  to  obtain  the  final   certification   or
recertification,  as  applicable,  of any Mortgage Pool related to the Servicing
Portfolio with respect to which the deadline for final document certification or
document  recertification  is a date that occurs on or before the Closing  Date.
Seller shall  provide and pay the cost of any letter of credit  required by GNMA
attributable to the final certification or recertification of the Servicing.

         (b) Purchaser shall obtain such documents and shall take or cause to be
taken  such  steps as are  necessary  to enable  it,  through  the  exercise  of
commercially  reasonable  efforts  after  the  Closing  Date,  to  obtain by the
appropriate deadline the final certification or recertification,  as applicable,
of any Mortgage  Pool related to the Servicing  Portfolio  with respect to which
the deadline for final  certification  or  recertification  is after the Closing
Date,  including the  recertification  of Mortgage Pools in connection  with the
transfer of Servicing to Purchaser hereunder.



<PAGE>


         VII.9 Further  Assurances.  Each party hereto shall  cooperate with the
others, and execute and deliver, or use commercially reasonable efforts to cause
to be executed and delivered, all such other instruments,  including instruments
of  conveyance,  assignment  and  transfer,  and to make all filings with and to
obtain all Regulatory Authorizations and Third Party Consents, and take all such
other  actions as such party may  reasonably  be  requested to take by the other
parties hereto from time to time,  consistent  with the terms of this Agreement,
in order to effectuate  the  provisions  and purposes of this  Agreement and the
transactions  contemplated hereby.  Following the Closing Date, Seller agrees to
take such additional  actions as may be necessary to fully vest in Purchaser the
full use and  enjoyment  of the  Purchased  Assets,  including  execution of any
additional  documents  evidencing  transfer of title and obtaining any requisite
consent  from any  Affiliate  of Seller to the  assignment  to  Purchaser of any
agreement  required to be listed on Section 2.1(a)(1) and 4.15 of the Disclosure
Schedule.  Each party agrees that if it receives any payment or amount after the
Closing Date to which another party is entitled,  the recipient  shall  promptly
transfer such payment or amount to the party so entitled.

         VII.10  Missing  Mortgage Loan  Documents.  Seller  agrees,  at its own
expense,  to use  commercially  reasonable  efforts before and after the Closing
Date to obtain any Mortgage Loan Documents that are missing and must be obtained
pursuant to applicable Regulations.

         VII.11  Releases.  After the  Closing,  Purchaser  shall  complete  the
process of preparing,  recording  and providing to borrowers  Lien releases with
respect  to  Mortgage  Loans  serviced  or  subserviced  by Seller  prior to and
paid-off as of the Closing  Date.  At Seller's  option,  Purchaser  shall either
provide such  releases to Seller for execution or execute the same pursuant to a
power-of-attorney  provided by Seller or, with respect to subserviced loans, the
servicer  to  Purchaser.  To the extent the  process of  completing  the release
process has been  contracted to third parties and the contracts with those third
parties  have  been  assigned  to and  assumed  by  Purchaser  pursuant  to this
Agreement,  Purchaser shall monitor the activities of such third parties in this
regard.  Purchaser  shall in any event use its best  efforts to ensure  that the
release  process is properly  completed in a timely  manner.  In the event there
remain funds held in escrow with respect to any such  Mortgage  Loan,  Purchaser
shall  ensure  that  Seller  has  been  reimbursed  for  advances  made by it in
connection  with such Loan to the extent of such remaining  escrow funds and, if
there remain funds held in escrow after Seller is fully  reimbursed  for related
advances, Purchaser shall return such funds to the borrower.

         VII.12  Non-Solicitation  of Mortgagors.  The  restrictions on Seller's
right to solicit the Mortgagors in the Servicing  Portfolio are set forth in the
Marketing Agreement.

         VII.13 Certain Liens.  With respect to the Liens  identified in Section
4.5(a) of the  Disclosure  Schedule,  on or before the Closing Date Seller shall
take such actions as are  necessary to cause the relate  Purchased  Assets to be
free and clear of such Liens.



<PAGE>


         VII.14  Transitional  Agreement.  Prior to the Closing Date, Seller and
Purchaser each agree to negotiate in good faith the terms of, and to enter into,
the Transitional Agreement  substantially in the form attached hereto as Exhibit
F, with such modifications as may be mutually agreeable to Seller and Purchaser.

                                  ARTICLE VIII

                                EMPLOYEE MATTERS

         VIII.1 Certain Employee Matters.  (a) Purchaser has delivered to Seller
a list (the "Prospective Employee List") containing the names of all persons who
are actively employed by Seller in connection with the Acquired Business to whom
Purchaser  intends  to offer  employment  (each a  "Prospective  Employee"  and,
collectively,  the  "Prospective  Employees").  Seller  shall  use  commercially
reasonable  efforts to assist  Purchaser  in  obtaining  the  employment  of the
Prospective Employees.

         (b)  Effective on such date as mutually  agreed  between  Purchaser and
Seller , each  Prospective  Employee  who  accepts  an offer  of  employment  by
Purchaser and thereafter  commences such employment  shall become an employee of
Purchaser.

         (c) Seller  shall,  from  January 1, 1998 to the Closing  Date,  accrue
bonuses and commissions of Seller's employees consistent with past practices.

         (d) Seller  shall be solely  responsible  for and shall pay and fund in
full  to  all of its  employees  and  contractors  all  compensation,  incentive
payments, bonuses, retirement annuities,  deferred compensation,  profit sharing
benefits,  stock incentives and any accrued sick pay, vacation pay and severance
pay  accrued  through to and  including  the  Closing  Date for which  Seller is
obligated under any Contract or Employee Benefit Plan, or under any personnel or
employee  manual  or policy or under any law or  regulation,  and  Seller  shall
satisfy all other obligations to such employees accrued through to and including
the Closing Date,  including  without  limitation all required  withholding  tax
liabilities  and tax  deposits.  Except as expressly  provided  herein,  no such
responsibility or obligation shall constitute an Assumed Purchaser  Liability in
any way  whatsoever.  Seller agrees not to accelerate or change the terms of any
employee  loan  as a  result  of the  change  of  employer  for so  long as such
employees  are employed by  Purchaser.  Seller shall be solely  responsible  for
satisfying any obligations  resulting from the  consummation of the transactions
contemplated by this Agreement  under Section  4980B(f) of the Code with respect
to  continuation  of group  medical  coverage  with  respect  to its  respective
employees.



<PAGE>


         (e) Except as may otherwise be provided in the Transitional  Agreement,
Purchaser is not assuming,  nor shall it have any responsibility  whatsoever for
the  continuation  of,  or any  liabilities  under or in  connection  with,  any
Employee  Benefit  Plan  or  any  employment  contract,   collective  bargaining
agreement, severance or retirement arrangement.  Purchaser is not, and shall not
be deemed to be, a successor  employer to Seller  with  respect to any  Employee
Benefit Plan;  and no plan adopted or maintained by Purchaser  after the Closing
is or shall be deemed to be a  "successor  plan,"  as such  term is  defined  in
Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any
Employee  Benefit Plan shall be  transferred to Purchaser or to any plan adopted
or maintained by Purchaser.  Except as specifically set forth herein,  Purchaser
shall not be obligated to assume or continue any term or condition of employment
currently  or  previously  promised or  maintained  by Seller with regard to its
current,  former  or  retired  employees  or  contractors,   and  shall  not  be
responsible for any debt,  payment,  obligation,  claim,  liability or agreement
which  relates  to  or  arises  from  Seller's  employment  (or  termination  of
employment)  of, or contract  (or  termination  of  contract)  with its current,
former or retired  employees,  regardless of whether such  employees are offered
employment by Purchaser.

         (f) Neither  Purchaser nor Seller  intend this  Agreement to create any
rights or interests,  except as between  Purchaser  and Seller,  and no present,
former or future  employee or contractor of Purchaser or Seller shall be treated
as a third party beneficiary in or under this Agreement


                                   ARTICLE IX

                            CONDITIONS TO THE CLOSING

         IX.1 Conditions of Obligation of Each Party. The respective obligations
of Purchaser and Seller hereunder are subject to the  satisfaction,  at or prior
to the  Closing  Date  and  each  applicable  Transfer  Date,  of the  following
conditions:

         (a) No Injunction. There shall be no (i) injunction,  restraining order
or decree of any  nature of any court or  Governmental  Authority  of  competent
jurisdiction  in effect that restrains or prohibits the purchase of the Acquired
Business or the Purchased  Assets or the assumption of the Assumed  Liabilities,
or (ii) pending action, suit or proceeding brought by any Governmental Authority
which seeks to restrain or prohibit the purchase of the Acquired Business or the
Purchased Assets or the assumption of the Assumed Liabilities.

         IX.2  Additional  Conditions  to  the  Obligations  of  Purchaser.  The
obligation  of Purchaser to consummate  the  transactions  contemplated  by this
Agreement  is subject to the  satisfaction  at or prior to the Closing  Date and
each applicable Transfer Date, of each of the following additional conditions:

         (a) Representations and Warranties.  The representations and warranties
of Seller  contained in Articles IV and V of this  Agreement  of this  Agreement
shall be true and correct in all  material  respects  as of the Closing  Date as
though  made at and as of the  Closing  Date,  except  to the  extent  that  any
representation  and warranty is made as of a specific  date prior to the Closing
Date, in which case such representation an warranty shall be true and correct in
all material respects as of such date.


<PAGE>


         (b)  Performance  of  Covenants.  Seller  shall have  performed  in all
material  respects all obligations and agreements,  and complied in all material
respects with all covenants and  conditions,  contained in this  Agreement to be
performed  or  complied  with  by it  prior  to or at the  Closing  Date  or the
applicable Transfer Date.

         (c) Regulatory Authorizations. Each Regulatory Authorization,  License,
Permit or Third Party Consent (i) listed in Section  4.4(a),  4.4(b),  4.9(a) or
5.8 of the  Disclosure  Schedule  or (ii) that,  in the  opinion of counsel  for
Purchaser, are necessary or appropriate for the consummation of the transactions
contemplated by this Agreement,  shall have been obtained without the imposition
of any condition that would have a Material  Adverse  Effect or be  unreasonably
burdensome to the business or condition (financial or otherwise) of Purchaser or
any of its  Affiliates,  and any applicable  waiting  period in respect  thereof
shall have expired or been  terminated as of the Closing Date or the  applicable
Transfer Date, as applicable.

         (d) Legal Requirements.  All other requirements prescribed by law which
are  necessary to the  consummation  of the  transactions  contemplated  by this
Agreement  shall have been  satisfied.  No  statute,  rule,  regulation,  order,
injunction or decree shall have been enacted, entered, promulgated, interpreted,
applied or enforced by any governmental authority which prohibits,  restricts or
makes illegal consummation of the transactions contemplated by this Agreement or
that would be unreasonably burdensome to the business or condition (financial or
otherwise) of Purchaser.

         (e) Certificates.  Purchaser shall have received separate  certificates
of Seller dated the Closing Date and each applicable  Transfer Date, executed on
behalf of Seller,  respectively,  substantially  in the form attached  hereto as
Exhibit D.

         (f) Seller  Assignments.  Seller shall have  executed and  delivered to
Purchaser an assignment (including the Intellectual Property Assignment attached
hereto as Exhibit B) or other appropriate  transfer document with respect to the
Purchased Assets and all required  consents to such assignment or other transfer
shall have been obtained.  The assignments and other transfer documents shall be
in a form reasonably acceptable to Purchaser.

         (g) Material Adverse Effect.  No acts or  circumstances  constituting a
Material  Adverse Effect shall have occurred from the Effective Date through and
including the Closing Date.

         (h)  Opinions.  Purchaser  shall  have  received a legal  opinion  from
counsel to Seller dated the Closing Date, addressed to Purchaser,  substantially
in the form attached hereto as Exhibit A.



<PAGE>


         (i)  Transitional  Agreement.  Purchaser  and Seller shall have entered
into the  Transitional  Agreement  substantially  in the form attached hereto as
Exhibit F, with such  modifications  as may be mutually  agreeable to Seller and
Purchaser.

         (j) Leased  Premises.  Purchaser  shall have received an  unconditional
assignment  of the Lease  without any amendment or increase in costs or expenses
thereunder and without the  imposition on Purchaser of any new burdensome  terms
or conditions (other than as contemplated in the Lease as of the date hereof).

         IX.3 Additional Conditions to the Obligations of Seller. The obligation
of Seller to  consummate  the  transaction  contemplated  by this  Agreement  is
subject to the  satisfaction at or prior to the Closing Date and each applicable
Transfer Date, as applicable, of each of the following additional conditions:

         (a) Representations and Warranties.  The representations and warranties
of Purchaser contained in Article VI of this Agreement shall be true and correct
in all material  respects as of the Closing Date as though made at and as of the
Closing Date,  and the Purchaser  Transfer Date  Representations  and Warranties
shall be true and correct in all material respects as of the applicable Transfer
Date as though made at and as of such date.

         (b)  Performance  of Covenants.  Purchaser  shall have performed in all
material  respects all obligations and agreements,  and complied in all material
respect with all covenants  and  conditions,  contained in this  Agreement to be
performed  or  complied  with  by it  prior  to or at the  Closing  Date  or the
applicable Transfer Date.

         (c) Certificate. Seller shall have received a certificate of Purchaser,
dated as of the Closing Date, executed on behalf of Purchaser,  substantially in
the form attached hereto as Exhibit E.


                                    ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

         X.1 Termination.  This Agreement may be terminated and the transactions
contemplated hereby abandoned at any time prior to the Closing Date:

         (a)      by mutual written consent of Seller and Purchaser;



<PAGE>


         (b) by Seller on the one hand,  or Purchaser,  on the other hand,  upon
written notice given to the other in the event of a material  breach or material
default in the performance by such other party of any representation,  warranty,
covenant or agreement  contained in this Agreement which has not been, or cannot
be, cured within 30 days after written notice thereof, describing such breach or
default in reasonable detail, is given by the terminating party to the breaching
or defaulting party;

         (c) by Seller or  Purchaser,  upon  written  notice to the other in the
event  that  a  Governmental   Authority   (including  any  court  of  competent
jurisdiction)  the consent of which is  necessary  for the  consummation  of the
transactions contemplated hereby shall have issued an order, decree or ruling or
taken  any  other  official  action  enjoining  or  otherwise   prohibiting  the
transactions   contemplated  by  this  Agreement  or  denying  approval  of  any
application  or notice for approval to consummate  such  transactions,  and such
order,   decree,   ruling  or  other   action   shall  have  become   final  and
non-appealable; or

         (d) by Seller,  on the one hand, or Purchaser,  on the other hand, upon
written  notice given to the other in the event that the Closing  shall not have
taken place on or before  September  30, 1998,  provided that the failure of the
Closing  to occur on or before  such  date is not the  result of a breach of any
covenant,  agreement,  representation or warranty hereunder by the party seeking
such termination.

         X.2  Effect of  Termination.  In the event of the  termination  of this
Agreement as provided above, this Agreement (other than this Section 10.2) shall
become void and of no further force and effect and, other than in the event of a
termination  pursuant  to  Section  10.1(b)  as a result of a willful  breach or
default by the non-terminating  party, there shall be no duties,  liabilities or
obligations of any kind or nature  whatsoever on the part of any party hereto to
the  other  parties  based  either  upon  this  Agreement  or  the  transactions
contemplated  hereby,  except that the obligations of the parties referred to in
Section 12.5 shall  continue to apply  following  any such  termination  of this
Agreement. In the event of the termination of this Agreement pursuant to Section
10.1(b) as a result of a willful breach or default by the non-terminating party,
the  terminating  party shall be  indemnified by the  non-terminating  party and
shall have the right to sue the  non-terminating  party for any and all  Damages
sustained or incurred as a result of such termination.


                                   ARTICLE XI

                                   TAX MATTERS

         XI.1  Returns.  Except as may be  otherwise  provided in Section  3.12,
Seller shall have the exclusive  obligation and authority to file or cause to be
filed all Tax Returns that are required to be filed by or with respect to Seller
and the  Purchased  Assets for all taxable years or other  taxable  periods,  or
portions thereof, ending on or prior to the Closing Date.



<PAGE>


         XI.2 Contests. Seller and its duly appointed representatives shall have
the  exclusive  authority  to  control  any audit or  examination  by any taxing
authority,  initiate  any claim for  refund,  amend any Tax Return and  contest,
resolve and defend against any assessment  for additional  Taxes,  notice of Tax
deficiency  or other  adjustment of Taxes of or relating to any liability of the
Purchased  Assets for Taxes  reflected  on any Tax Returns  described in Section
11.1;  provided  that Seller  shall  notify  Purchaser of any action taken by it
under this Section 11.2.  Seller shall be entitled to any Tax refund relating to
the Purchased  Assets to the extent such Tax refund  relates to any taxable year
or other  taxable  period or portion  thereof  ending on or prior to the Closing
Date.

         XI.3 Payment of Taxes. (a) Seller agrees to indemnify and hold harmless
Purchaser  against all Taxes of or with respect to the Purchased  Assets for all
taxable  years or other taxable  periods  ending on or prior to the Closing Date
and, with respect to any taxable year or other taxable period that begins before
and ends after the  Closing  Date,  the  portion of such  taxable  year or other
taxable period ended on the Closing Date ("Pre-Closing Periods").

         (b) Purchaser  agrees to indemnify and hold harmless Seller against all
Taxes of or with respect to the Purchased  Assets for all taxable years or other
taxable  periods  beginning  after the  Closing  Date and,  with  respect to any
taxable  year or other  taxable  period  that  begins  before and ends after the
Closing Date, the portion of such taxable year or other taxable period beginning
after the Closing Date ("Post-Closing Periods").

         XI.4 Notices.  Purchaser  shall promptly  forward to Seller all written
notifications  and other  communications  from any taxing authority  received by
Purchaser  relating  to any Tax audit or other  proceeding  relating  to the Tax
liability of or with respect to the Purchased Assets which, if successful, would
result in a payment by Seller under  Section  11.3.  The failure of Purchaser to
give Seller such written notice shall excuse Seller from its  obligations  under
Section 11.3 with respect to any increased Tax liability  directly or indirectly
attributable to any such written notification or other communication but only to
the extent  that such  failure  on the part of  Purchaser  (a)  results in a Tax
liability  greater than the Tax  liability  owing by Seller had such failure not
occurred or (b) otherwise  adversely affects the ability of Seller to defend the
action.  In addition,  Purchaser  shall  promptly  forward to Seller all written
notifications  and other  communications  from any taxing authority  received by
Purchaser or any of its respective Affiliates relating to any tax audit or other
proceeding relating to the tax liability of Seller.



<PAGE>


         XI.5 Cooperation. Purchaser shall provide Seller and its designees with
such assistance as may reasonably be requested by Seller or any such designee in
connection  with  the  preparation  of any Tax  Return,  audit  or  judicial  or
administrative proceeding or determination relating to liability for Taxes of or
with respect to the Purchased Assets, including without limitation access to the
books and records (as they relate to the Purchased  Assets),  and the assistance
of the  officers  and  employees of  Purchaser  and its  respective  Affiliates.
Purchaser  and  Seller  acknowledge  that any and all  information  obtained  in
connection  with  the  preparation  of any Tax  Return,  audit  or  judicial  or
administrative proceeding or determination pursuant to this Section 11.5 is of a
confidential  nature  and that all such  information  shall be used only for the
purposes set forth in the immediately preceding sentence.

         XI.6 Transfer Taxes. All stamp, transfer, excise,  documentary,  sales,
use,  registration  and other such taxes and fees  (including  any penalties and
interest)  incurred  in  connection  with this  Agreement  and the  transactions
contemplated  hereby  (collectively,  the  "Transfer  Taxes")  shall  be paid by
Seller,  and Seller shall,  at its own expense,  properly file on a timely basis
all necessary tax returns and other  documentation with respect to, any Transfer
Tax and provide to  Purchaser  evidence  of filing and  payment of all  Transfer
Taxes.

         XI.7 Information Returns.  Notwithstanding  anything to the contrary in
this Agreement,  Seller shall indemnify Purchaser for the amount of any Tax paid
by Purchaser  with respect to information  returns filed by Purchaser  within 24
months  after the  Closing  Date where  such Tax arises out of actions  taken by
Purchaser  or out of the failure by  Purchaser to take an action due to reliance
upon the  representations  and  warranties  in  Section  4.11  with  respect  to
information  returns or  because  Seller,  prior to the  Closing  Date,  did not
receive a properly completed Form W-8, W-9 or similar form from a customer which
it had been required to obtain (absent  complying  with any  applicable  back-up
withholding  requirements)  or because  Seller was not properly  withholding  on
payments to the customer.


                                   ARTICLE XII

                            INDEMNIFICATION BY SELLER

         XII.1  Indemnification.  In  addition to and not in  limitation  of the
indemnities  provided  in Article  XI (which  Article  sets forth the  exclusive
remedy of Purchaser and Seller in respect of the matters covered  thereby),  the
repurchase  obligations  of Seller  set forth in  Section  12.3  below and other
remedies  that may be available at law or in equity,  from and after the Closing
Date,  subject to the other provisions of this Article XII, Seller,  jointly and
severally,  agrees to indemnify  Purchaser and its  Affiliates and each of their
respective current, former and future officers,  directors, agents and employees
(collectively,  the "Indemnified  Purchaser  Entities") and to hold each of them
harmless  from and  against,  and agrees to assume  liability  for,  any and all
Damages suffered, paid or incurred by any Indemnified Purchaser Entity resulting
from:

         (a)      any  breach  of any of the  representations  and  warranties  
made by  either  Seller to Purchaser in this Agreement;

         (b)  any  breach  by  either  Seller  of any  covenant,  obligation  or
agreement of either Seller contained in this Agreement;



<PAGE>


         (c) any obligation, debt, commitment or liability of either Seller that
is not an Assumed Liability;

         (d) No Bids in excess of $100,000 in the aggregate,  including  without
limitation  those  resulting in Buydowns  where,  within two (2) years after the
Closing Date, the VA elects a No Bid and notifies Purchaser of such election, or
Purchaser  effects  a  Buydown;   provided  that  Purchaser,  when  commercially
reasonable, has mitigated its relevant damage by utilization of a Buydown;

         (e) damages on Delinquent Loans; provided,  however, that the amount of
damages  indemnifiable  under this Section  12.1(e)  shall not exceed $2,000 for
each Delinquent Loan that is insured by FHA or guaranteed by VA (plus the No Bid
protection specified in Section 12.1(d) above) or $500 for each other Delinquent
Loan and provided  further that this Section 12.1(e) shall not affect in any way
Purchaser's right to  indemnification  under any other provision of this Section
12.1;

         (f)  damages  attributable  to any  Recourse  feature of the  Servicing
Portfolio that was not listed in Section 5.6 of the Disclosure Schedule; and

         (g) damages on any Mortgage Loan listed in Section 5.10,  and any costs
or expenses  incurred in servicing such Mortgage  Loans which,  in Seller's good
faith determination, exceed costs and expenses customarily incurred in servicing
Mortgage  Loans;  provided that this Section 12.1(g) shall not affect in any way
Purchaser's right to  indemnification  under any other provision of this Section
12.1.

         XII.2 Indemnification Procedure. (a) If an Indemnified Purchaser Entity
believes that a claim, demand or other circumstance exists that has given or may
reasonably  be  expected to give rise to a right of  indemnification  under this
Article  XII  (whether  or not the  amount of Damages  relating  thereto is then
quantifiable), such Indemnified Purchaser Entity shall promptly assert its claim
for  indemnification by giving a Claim Notice to Seller. Each Claim Notice shall
describe the claim in reasonable  detail.  The failure to so notify Seller shall
not relieve  Seller of any  obligation  to indemnify any  Indemnified  Purchaser
Entity  unless such failure  materially  prejudices  the rights or increases the
liability of Seller with respect to the claim to which the Claim Notice  relates
and then Seller's  obligation  to indemnify  shall be reduced only by the amount
that it actually has been damaged thereby.



<PAGE>


         (b) If any claim or demand by an  Indemnified  Purchaser  Entity  under
this  Article  XII  relates  to an  action  or claim  filed or made  against  an
Indemnified  Purchaser Entity by a third party,  Seller may elect at any time to
negotiate a settlement or a compromise of such action or claim or to defend such
action or claim, in each case at its sole cost and expense  (subject to the last
sentence of this Section  12.2(b)) and with its own counsel,  provided that such
counsel is reasonably  satisfactory to the Indemnified  Purchaser  Entity in the
exercise of its  reasonable  discretion.  If,  within 30 days of receipt from an
Indemnified  Purchaser  Entity of any Claim Notice with respect to a third-party
action or claim, Seller (i) advises such Indemnified Purchaser Entity in writing
that Seller will not elect to defend,  settle or compromise such action or claim
or (ii) fails to make such an election in writing,  such  Indemnified  Purchaser
Entity may (subject to Seller's  continuing  right of election in the  preceding
sentence),  at its option,  defend,  settle or otherwise  compromise or pay such
action or claim.  Unless and until Seller makes an election in  accordance  with
this Section 12.2(b), all of the Indemnified Purchaser Entity's reasonable costs
and expenses  arising out of the defense,  settlement  or compromise of any such
action or claim shall be Damages  subject to  indemnification  hereunder  to the
extent provided herein.  Each Indemnified  Purchaser Entity shall make available
to Seller all information  reasonably  available to such  Indemnified  Purchaser
Entity relating to such action or claim.  In addition,  the parties hereto shall
render to each other such  assistance as may reasonably be requested in order to
ensure the proper and adequate defense of any such action or claim. The party in
charge of the defense shall keep the other party fully  apprised at all times as
to the  status  of the  defense  or any  settlement  negotiations  with  respect
thereto.  If  Seller  elects  to  defend  any such  action  or  claim,  then the
Indemnified  Purchaser  Entity shall be entitled to  participate in such defense
with the counsel of its choice, which shall be reasonably  acceptable to Seller,
at such Indemnified  Purchaser  Entity's sole cost and expense.  Notwithstanding
anything contained herein to the contrary,  if the Indemnified  Purchaser Entity
reasonably  believes that the assumption of the defense or prosecution of all or
a portion  of such  action  or claim is  necessary  to assure  that its right or
ability to enforce any portion of the  Mortgage  Loans or Servicing or its other
mortgage  loans or  servicing  rights  or to  assure  that its  method  of doing
business or its authority  and  approvals to service or originate  loans are not
materially impaired, then, upon notice from Purchaser,  Seller shall permit such
assumption by Purchaser,  and such assumption,  by itself,  shall not affect any
Indemnified  Purchaser  Entity's  right to  indemnification  hereunder.  Neither
Seller  nor the  Indemnified  Purchaser  Entity  shall be  entitled  to  settle,
compromise  or  otherwise  dispose of any  action or claim of more than  $50,000
without  the  written  consent  of  the  other,   which  consent  shall  not  be
unreasonably withheld or delayed.



<PAGE>


         XII.3 Repurchase of Mortgage Loans and Servicing. (a) In the event that
(i) an Investor  requests  repurchase of a Mortgage Loan as a result of any act,
error or  omission  of Seller,  any  Originator  or any Prior  Servicer,  or any
employee,  agent or representative acting on their behalf, or as a result of any
other fact or  circumstance  pertaining to the period prior to the Closing Date,
(ii) there  exists a basis to demand  indemnification  under  Section  12.1 that
materially  and  adversely  affects  the value or  marketability  of the related
Mortgage  Loan or  Servicing  or (iii)  any of the  Servicing  proves  to have a
Recourse  feature not expressly  identified in the magnetic  media  furnished to
Purchaser by Seller and described in Section 5.2 hereof, Purchaser shall provide
Seller with a written notice (a "Claim  Notice")  identifying  the basis for the
repurchase request or  indemnification  demand. If Seller fails to cure the same
within  thirty  calendar  days (or such  lesser  time as may be  required  by an
Investor,  Insurer or third party claimant) from the date Purchaser provides the
Claim Notice to Seller, upon Purchaser's demand, in addition to any other rights
and remedies that Purchaser may have hereunder, at law or in equity (but subject
to any limitations of the applicable Investor),  Seller,  jointly and severally,
shall repurchase from Purchaser or the applicable Investor (as applicable):  (A)
the Servicing  pertaining to the  applicable  Mortgage  Loan;  (b) such Mortgage
Loan; and/or (C) the related REO.

         (b)  The  purchase  price  for  any  Servicing,  Mortgage  Loan  or REO
repurchase  pursuant  hereto  shall be the sum of (1) if the  repurchase  occurs
within  five  (5)  years  of  the  Closing  Date  and  involves  Servicing,  the
outstanding  unpaid  principal  balance of the  Mortgage  Loan as of the date of
repurchase,  multiplied by 1.25% (the "Purchase Price  Percentage");  (2) if the
repurchase  also  involves the related  Mortgage  Loan or REO,  the  outstanding
principal  balance of the  Mortgage  Loan and all  accrued  and unpaid  interest
thereon as of the date of repurchase  or, in the case of REO, at the time of the
completion  of the  Foreclosure  of the  Mortgage  Loan;  (3) the  amount of any
outstanding  Advances  related to the  applicable  Mortgage Loan and the related
Servicing;  and (4) any unreimbursed  Damages incurred by Purchaser  through the
date of repurchase in connection with the applicable Mortgage Loan.

         (c) When Seller is required to make a repurchase under Section 12.2(a),
such repurchase  shall be accomplished by wire transfer within five (5) Business
Days  following  Seller's  receipt of the Claim Notice from  Purchaser  pursuant
hereto (or such lesser time as may be required by an Investor).  Upon completion
of such  repurchase by Seller,  Purchaser  shall forward to Seller all servicing
records and all documents in Purchaser's  possession  relating to the subject of
such repurchase.

         XII.4 General. (a) Each Indemnified Purchaser Entity shall be obligated
in connection with any claim for  indemnification  under this Article XII to use
all commercially  reasonable  efforts to obtain any insurance proceeds available
to such Indemnified  Purchaser Entity with regard to the applicable claims under
insurance policies issued with respect to a particular  Mortgage Loan or pool of
Mortgage  Loans.  The amount  which  Seller is or may be  required to pay to any
Indemnified  Purchaser  Entity  pursuant  to this  Article  XII shall be reduced
(retroactively,  if necessary) by any insurance proceeds received under any such
insurance  policies  or other  amounts  actually  recovered  (net of any  direct
collection costs,  including without  limitation costs incurred in pursuing such
insurance  proceeds)  by or on behalf of such  Indemnified  Purchaser  Entity in
reduction of the related Damages. If an Indemnified  Purchaser Entity shall have
received the entire payment required by this Agreement in respect of Damages and
shall subsequently  receive insurance proceeds under any such insurance policies
or other amounts in respect of such  Damages,  then such  Indemnified  Purchaser
Entity  shall  promptly  repay to  Seller  a sum  equal  to the  amount  of such
insurance  proceeds  or  other  amounts  actually  received  (net of any  direct
collection  costs).  The  provisions  of this Section 12.4 shall not obligate an
Indemnified  Purchaser Entity to attempt to obtain insurance  proceeds under any
general  corporate  insurance  policy or other insurance  policy not issued with
respect to a particular Mortgage Loan or pool of Mortgage Loans.



<PAGE>


         (b)  In  addition  to  the   requirements  of  Section  12.4  (a)  each
Indemnified Purchaser Entity shall be obligated in connection with any claim for
indemnification  under  this  Article  XII to use  all  commercially  reasonable
efforts to mitigate  Damages  upon and after  becoming  aware of any event which
could  reasonably  be expected to give rise to such Damages,  including  without
limitation  with  respect  to  brokers,   Correspondents  and  Originators,  the
commercially  reasonable  utilization by Purchaser of any repurchase  rights, or
other indemnity arrangement held by or available to it; provided,  however, that
Purchaser  shall not be  required  to file  suit  against  any third  party as a
condition to indemnification by Seller hereunder.

         (c)  Subject  to the rights of  insurers  of an  Indemnified  Purchaser
Entity,  Seller shall be subrogated to any right of action which the Indemnified
Purchaser  Entity  may  have  against  any  other  Person,  other  than  another
Indemnified  Purchaser Entity, with respect to any matter giving rise to a claim
for indemnification hereunder.

         XII.5  Allocation of Risk. For purposes of  indemnification  under this
Article XII, the  representations  and  warranties  of Seller  contained in this
Agreement shall (except with respect to Section 4.5(a), the reference to Section
4.14 of the Disclosure  Schedule contained in Section 4.14(b),  the reference to
Section  4.15 of the  Disclosure  Schedule  contained  in  Section  4.15 and the
reference to Section 5.6 of the Disclosure Schedule contained in Section 5.6) be
deemed to have been made without (a) any  exception to such  representations  or
warranties  set  forth  in the  Disclosure  Schedule  or (b) any  limitation  or
qualification   as  to   materiality   or   knowledge   with   respect  to  such
representations  and  warranties,  in each  case  that are set forth in any such
representation or warranty or in the Disclosure Schedule, it being the intention
of the parties hereto that Purchaser and each Indemnified Purchaser Entity shall
be indemnified and held harmless from and against any and all Damages  resulting
from the failure of any such  representation or warranty to be true, correct and
complete in any respect or the failure by Seller to duly and punctually  perform
any covenant,  agreement or undertaking of Seller contained in this Agreement or
in any agreement entered into by the parties pursuant to this Agreement.


         XII.6  Materiality   Thresholds.   Any  claim  for  indemnification  by
Purchaser which arises under Section 12.1(a),  (b) or (c) shall not be permitted
unless such claim (i) is an individual  claim in excess of $500, or (ii) relates
to or arises out of any class action  (including  individual claims of less than
$500),  or (iii) forms the basis of an  indemnity  or  repurchase  demand by any
Investor, or (iv) forms the basis of any enforcement,  reimbursement, penalty or
related action by a Governmental Authority. In addition,  Purchaser shall not be
entitled to any  indemnification  from Seller  under this Article XII until such
time as its claims under this Article XII shall equal in the  aggregate at least
$10,000.




<PAGE>


                                  ARTICLE XIII

                          INDEMNIFICATION BY PURCHASER

         XIII.1  Indemnification.  In addition to and not in  limitation  of the
indemnities  provided  in Article  XI (which  Article  sets forth the  exclusive
remedy of Purchaser and Seller in respect of the matters covered thereby),  from
and after the  applicable  Transfer Date with respect to matters  related to the
Servicing  Portfolio  or the  Closing  Date with  respect to all other  matters,
subject  to the other  provisions  of this  Article  XIII,  Purchaser  agrees to
indemnify Seller and each of its current, former and future officers, directors,
agents and employees  (collectively,  the "Indemnified  Seller Entities") and to
hold each of them harmless from and against, and agrees to assume liability for,
any and all Damages, suffered, paid or incurred by any Indemnified Seller Entity
resulting from:

         (a) any claims,  liabilities or obligations of such Indemnified  Seller
Entity  (other  than with  respect to the  matters  covered by Article  XI) that
constitute an Assumed Liability;

         (b)      any breach of any of the  representations  and warranties made
by Purchaser to Seller in this Agreement;

         (c) any breach by Purchaser of any covenant, obligation or agreement of
Purchaser contained in this Agreement; or

         (d) any failure of Purchaser to  administer  the  Purchased  Assets and
Acquired Business after the Closing Date in accordance with the Regulations.

         XIII.2 Indemnification  Procedure.  (a) If an Indemnified Seller Entity
believes that a claim, demand or other circumstance exists that has given or may
reasonably  be  expected to give rise to a right of  indemnification  under this
Article  (whether  or not  the  amount  of  Damages  relating  thereto  is  then
quantifiable),  such  Indemnified  Seller Entity shall promptly assert its claim
for  indemnification  by giving a Claim Notice to  Purchaser.  Each Claim Notice
shall  describe  the  claim in  reasonable  detail.  The  failure  to so  notify
Purchaser  shall not  relieve  Purchaser  of any  obligation  to  indemnify  any
Indemnified Seller Entity unless such failure  materially  prejudices the rights
or increases the  liability of Purchaser  with respect to the claim to which the
Claim Notice  related and then  Purchaser's  obligation  to  indemnify  shall be
reduced only by the amount that it actually has been damaged thereby.



<PAGE>


         (b) If any claim or demand by an  Indemnified  Seller Entity under this
Article  XIII  relates  to an  action  or  claim  filed  or  made  against  such
Indemnified  Seller Entity by a third party,  Purchaser may elect at any time to
negotiate a settlement  or  compromise  of any such action or claim or to defend
any such action or claim, in each case at its sole cost and expense  (subject to
the last  sentence of this Section 13.2 (b)) and with its own counsel;  provided
that such  counsel  is  satisfactory  to the  Indemnified  Seller  Entity in the
exercise of its  reasonable  discretion.  If,  within 30 days of receipt from an
Indemnified  Seller  Entity of any Claim  Notice  with  respect to a third party
action or claim,  Purchaser  (i) advises  such  Indemnified  Seller  Entity that
Purchaser will not elect to defend,  settle or compromise  such action or claim,
or (ii) fails to make such an  election  in  writing,  such  Indemnified  Seller
Entity may (subject to Purchaser's continuing right of election in the preceding
sentence),  at its option,  defend,  settle or otherwise  compromise or pay such
action or claim. Unless and until Purchaser makes an election in accordance with
this Section 13.2(b),  all of such Indemnified Seller Entity's  reasonable costs
and expenses  arising out of the defense,  settlement  or compromise of any such
action or claim shall be Damages  subject to  indemnification  hereunder  to the
extent provided herein.  Each Indemnified  Seller Entity shall make available to
Purchaser all information  reasonably available to it relating to such action or
claim.  In addition,  the parties shall render to each other such  assistance as
may  reasonably be requested in order to ensure the proper and adequate  defense
of any such action or claim.  The party in charge of the defense  shall keep the
other party  fully  apprised at all times as to the status of the defense or any
settlement  negotiations with respect thereto. If Purchaser elects to defend any
such action or claim,  then the  Indemnified  Seller Entity shall be entitled to
participate  in  such  defense  with  counsel  of its  choice,  which  shall  be
reasonably  acceptable to Purchaser,  at such  Indemnified  Seller Entity's sole
cost and expense.  Neither Purchaser nor the Indemnified  Seller Entity shall be
entitled to settle,  compromise  or otherwise  dispose of any action or claim of
more than $50,000 without the written consent of the other,  which consent shall
not be unreasonably withheld or delayed.

         XIII.3 General.  (a) Each Indemnified  Seller Entity shall be obligated
in connection with any claim for indemnification  under this Article XIII to use
all commercially  reasonable  efforts to obtain any insurance proceeds available
to such  Indemnified  Seller Entity with regard to the  applicable  claims under
insurance policies issued with respect to a particular  Mortgage Loan or pool of
Mortgage  Loans.  The amount which Purchaser is or may be required to pay to any
Indemnified  Seller  Entity  pursuant  to this  Article  XIII  shall be  reduced
(retroactively,  if necessary) by any insurance  proceed received under any such
insurance  policies  or other  amounts  actually  recovered  (net of any  direct
collection costs,  including without  limitation costs incurred in pursuing such
insurance  proceeds)  by or on  behalf  of such  Indemnified  Seller  Entity  in
reduction of the related  Damages.  If an  Indemnified  Seller Entity shall have
received the entire payment required by this Agreement in respect of Damages and
shall subsequently  receive insurance proceeds under any such insurance policies
or other amounts in respect of such Damages, then such Indemnified Seller Entity
shall  promptly  repay to Purchaser a sum equal to the amount of such  insurance
proceeds  or other  amounts  actually  received  (net of any  direct  collection
costs).  The  provisions of this Section 13.3 shall not obligate an  Indemnified
Seller  Entity  to  attempt  to obtain  insurance  proceeds  under  any  general
corporate  insurance policy or other insurance policy not issued with respect to
a particular Mortgage Loan or pool of Mortgage Loans.



<PAGE>


         (b)  In  addition  to  the  requirements  of  Section   13.3(a),   each
Indemnified  Seller Entity shall be obligated in  connection  with any claim for
indemnification  under  this  Article  XIII to use all  commercially  reasonable
efforts to mitigate  Damages  upon and after  becoming  aware of any event which
could reasonably be expected to give rise to such Damages.

         (c) Subject to the rights of insurers of an Indemnified  Seller Entity,
Purchaser  shall be  subrogated  to any  right of action  which the  Indemnified
Seller Entity may have against any other Person,  other than another Indemnified
Seller  Entity,  with  respect  to  any  matter  giving  rise  to  a  claim  for
indemnification hereunder.

         XIII.4 Allocation of Risk. For purposes of  indemnification  under this
Article XIII, the  representations and warranties of Purchaser contained in this
Agreement shall (except with respect to Section 6.6) be deemed to have been made
without any  limitation or  qualification  as to  materiality  or knowledge with
respect to such representations and warranties,  in each case that are set forth
in any such  representation  or warranty,  it being the intention of the parties
hereto that Seller and each  Indemnified  Seller Entity shall be indemnified and
held harmless from and against any and all Damages resulting from the failure of
any such  representation  or  warranty to be true,  correct and  complete in any
respect or the failure by Purchaser to duly and punctually perform any covenant,
agreement  or  undertaking  of Purchaser  contained in this  Agreement or in any
agreement entered into by the parties pursuant to this Agreement.


                                   ARTICLE XIV

                               GENERAL PROVISIONS

         XIV.1  Notices.  All  notices  and  other  communications  required  or
permitted to be given hereunder shall be in writing and shall be deemed given if
delivered personally,  transmitted by facsimile (and telephonically  confirmed),
mailed by registered or certified  mail with postage  prepaid and return receipt
requested, or sent by commercial overnight courier, courier fees prepaid, to the
parties at the following addresses:

         (a)      if to Purchaser, to it at:

                  HomeSide Lending, Inc.
                  7301 Baymeadows Way
                  Jacksonville, Florida  32256
                  Attention:  Hugh R. Harris, President and C.O.O.
                  Facsimile:  904-281-3062



<PAGE>


         with copies to:

                  HomeSide Lending, Inc.
                  7301 Baymeadows Way
                  Jacksonville, Florida  32256
                  Attention:  Robert J. Jacobs, General Counsel
                  Facsimile:  904-281-3062

                  Sullivan & Cromwell
                  125 Broad Street
                  New York, New York 10004
                  Attention:  David M. Huggin
                  Facsimile:  212-558-3588

         (b)      if to Seller, to it at:

                  Banc One Mortgage Corporation
                  111 Monument Circle
                  Indianapolis, Indiana  46204
                  Attention:  Donald K. Erling, President
                  Facsimile:  317-321-8468

         with copies to:

                  Banc One Corporation
                  100 East Broad Street
                  Columbus, Ohio  43271
                  Attention:  Steve Bennett, General Counsel
                  Facsimile:  614-248-2010

                  Banc One Corporation
                  100 East Broad Street
                  Columbus, Ohio  43271
                  Attention:  Chairman

or to such other  Person or address as either  party shall  specify by notice in
writing  to the other  party in  accordance  with this  Section  14.1.  All such
notices or other  communications  shall be deemed to have been  received  on the
date  of  the  personal  delivery  or  facsimile  transmission  (with  telephone
confirmation)  or on the  third  Business  Day  after the  mailing  or  dispatch
thereof;  provided that notice of change of address shall be effective only upon
receipt.



<PAGE>


         XIV.2  Interpretation.  The table of contents of and headings contained
in this  Agreement are for  reference  purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

         XIV.3 Amendment and  Modification;  Waiver.  (a) This Agreement and the
Disclosure  Schedules  hereto  may not be  amended  except by an  instrument  or
instruments  in writing  signed and  delivered  on behalf of each of the parties
hereto.

         (b) At any time prior to the Closing  Date,  any party  hereto which is
entitled to the benefits hereof may, by an instrument in writing, (i) extend the
time for the  performance  of any of the  obligations or other acts of the other
party,  (ii) waive any inaccuracy in the  representations  and warranties of the
other  party  contained  herein or in any  schedule  hereto  or in any  document
delivered  pursuant hereto and (iii) waive compliance with any of the agreements
of the other party or conditions  contained herein. Any agreement on the part of
a party hereto to any such extension or waiver shall be valid if set forth in an
instrument in writing signed and delivered on behalf of such party.

         XIV.4  Entire  Agreement.  This  Agreement  (including  the  Disclosure
Schedules,  Exhibits and any agreement  executed by (a) Seller and (b) Purchaser
or any Affiliate of Purchaser on the  Effective  Date),  the  Preferred  Partner
Agreements and the Confidentiality Agreement constitute the entire agreement and
supersede all other prior agreements and understandings,  both written and oral,
between the parties with respect to the subject matter hereof.

         XIV.5 Fees and Expenses. Except as otherwise expressly provided herein,
Seller shall be  responsible  for all transfer and  recording  fees,  costs with
respect to delivery of the custodial and other loan files and mortgage servicing
records  relating to the  Mortgage  Loans and other  related  costs  incurred by
Seller in its performance of its obligations under this Agreement, together with
fees of Seller's document custodian, attorneys and accountants.  Purchaser shall
pay all data  processing  costs  incurred by Purchaser in  connection  with this
Agreement,  and other  related  costs of  Purchaser  in its  performance  of its
obligations  under this Agreement,  together with fees of Purchaser's  attorneys
and accountants.

         XIV.6 Third Party Beneficiaries.  Nothing in this Agreement, express or
implied,  is intended to confer upon any Person  (including  without  limitation
employees  of  Seller  or  Investors)  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,   remedies,   obligations  or
liabilities under or by reason of this Agreement.



<PAGE>


         XIV.7 Certain Remedies.  (a) It is recognized that damages in the event
of a breach  by  Seller  of  Sections  7.6 or 7.12  would be  difficult,  if not
impossible,  to ascertain, and it is therefore agreed that the Purchaser has the
right to an  injunction  or other  equitable  relief in any  court of  competent
jurisdiction,  enjoining any such breach.  The existence of this right shall not
preclude any other  rights and remedies at law or in equity which the  Purchaser
may have.  The parties  agree that the  restrictions  and  agreements  contained
herein are  reasonable,  are the  product of  arm's-length  negotiation  and are
necessary  for the Purchaser to protect the goodwill and other  interests  which
they are purchasing under this Agreement;  provided,  however, in the event that
any part of Section 7.6 or 7.12 shall be found to be unenforceable, but would be
valid and  enforceable if another part of such Section were deleted or otherwise
modified,  then such  restrictions  in Section 7.6 or 7.12 shall apply with such
deletions  and  modifications  as shall be  necessary  to make  them  valid  and
enforceable.

         (b) It is  recognized  that damages in the event of breach by Purchaser
or its Affiliates of Section 7.6 or 7.12 would be difficult,  if not impossible,
to  ascertain,  and it is  therefore  agreed  that  Seller  has the  right to an
injunction  or other  equitable  relief in any court of competent  jurisdiction,
enjoining  an such  breach.  The  existence of this right shall not preclude any
other rights and remedies at law or in equity which Seller may have. The parties
agree that the restrictions and agreements contained herein are reasonable,  are
the product of arms-length  negotiation  and are necessary for Seller to protect
the goodwill and other  interests which they are retaining under this Agreement;
provided,  however,  in the event that any part of Section  7.6 or 7.12 shall be
found to be unenforceable, but would be valid and enforceable if another part of
such  Section  were deleted or otherwise  modified,  then such  restrictions  in
Sections 7.6 or 7.12 shall apply with such deletions and  modifications as shall
be necessary to make them valid and enforceable.

         XIV.8 Assignment;  Binding Effect. This Agreement shall not be assigned
by either  Seller or (until  payment of the  Purchase  Price)  Purchaser  hereto
without the prior written consent of the other parties; provided,  however, this
Agreement  shall inure to the benefit of and be binding upon the parties  hereto
and their respective successors and permitted assigns.

         XIV.9  Governing Law. This Agreement shall be governed by and construed
in accordance  with the laws of the State of Florida without regard to conflicts
of laws principles thereof.

         XIV.10  Counterparts.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument.



<PAGE>




NY12531: 223709.12
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their respective  officers  hereunto duly authorized
all on the Effective Date.

                                Seller:
                                           BANC ONE CORPORATION


                                           By:  /s/ William P. Boardman
                                 Name:          William P. Boardman
                                Title:          Senior Executive Vice President


                                           BANC ONE MORTGAGE CORPORATION


                                           By:  /s/ Brad L. Connor
                                 Name:          Brad L. Connor
                                Title:          Executive Vice President


                              Purchaser:
                        HOMESIDE LENDING, INC.


                                           By:  /s/ Hugh R. Harris
                                 Name:          Hugh R. Harris
                                Title:          President



<PAGE>

                                      
                                                                       Exhibit A




HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, FL 32256



Ladies and Gentlemen:

         I  have  acted  as  counsel  to  Banc  One  Mortgage  Corporation  (the
"Company") and Banc One Corporation  ("Banc One")  (collectively,  the "Seller")
and to each of Banc One's direct or indirect subsidiary banks listed on Schedule
1 attached  hereto (the  "Affiliate  Banks") with respect to certain  matters in
connection  with the sale by the  Seller  of  certain  assets  pursuant  to that
certain Asset  Purchase  Agreement by and between  Seller and HomeSide  Lending,
Inc. (the  "Purchaser"),  dated as of April 1, 1998, (the "Purchase  Agreement")
and other Ancillary  Agreements,  as defined below.  This opinion is provided to
and at the request of the Purchaser  pursuant to Section  9.2(h) of the Purchase
Agreement. Capitalized terms not otherwise herein have the meanings set forth in
the Purchase Agreement.

         In connection  with  rendering this opinion  letter,  we have examined,
among other things,  originals,  certified copies or copies otherwise identified
to our satisfaction as being true copies of the following:

     A.   The Purchase Agreement;

     B.    The  Operating   Agreement  by and between Banc One and the Purchaser
           dated as of April 1, 1998;

     C.    The  Correspondent  Loan  Purchase  Agreement  by  and  between   the
           Company and the Purchaser dated as of April 1, 1998;

     D.    The  Delegated  Underwriting  Agreement  by and between  the  Company
           and the Purchaser dated as of April 1, 1998;

     E.    The PMSR Flow  Agreement by and between the Company and the Purchaser
           dated as of April 1, 1998;



<PAGE>


     F.   The  Marketing  Agreement  by and between  Banc One and the  Purchaser
          dated as of April 1, 1998;

     G.   The Transitional  Agreement by and among Banc One, the Company and the
          Purchaser dated as of [__________], 1998;

     H.   The  Servicing  Agreement by and between the  Affiliate  Banks and the
          Purchaser  dated as of April 1, 1998  (the  Operating  Agreement,  the
          Correspondent  Loan Purchase  Agreement,  the  Delegated  Underwriting
          Agreement,  the PMSR Flow  Agreement,  the  Marketing  Agreement,  the
          Servicing Agreement,  and the Transitional  Agreement and collectively
          referred to hereinafter as the "Ancillary Agreements")

     I.   The  Company's  articles  of  incorporation  and  bylaws,  Banc  One's
          articles of incorporation and code of regulations,  and each Affiliate
          Banks'  articles of association or articles of  incorporation,  as the
          case may be, and bylaws, in each case as amended to date; and

     J.   Resolutions adopted by the board of directors of the Company, Banc One
          and the Affiliate Banks with specific reference to actions relating to
          the transaction covered by this opinion (the "Board Resolutions").

         In rendering this opinion we have made the following assumptions:

                  1. All  documents  submitted to or reviewed by us are accurate
and complete and if not originals are true and correct  copies of the originals;
the  signatures  on each of such  documents by the parties  thereto are genuine;
each  individual  who signed such documents had the legal capacity to do so; all
persons  who  signed  such  documents  on  behalf  of a  corporation  were  duly
authorized to do so,  provided that this last  assumption  does not apply to the
persons  signing on behalf of the Seller or the Affiliate  Banks, as applicable,
with respect to the Purchase  Agreement  and Ancillary  Agreements,  and we have
assumed  that  there are no  amendments,  modifications  or  supplements  to any
document submitted to or reviewed by us;

                  2. The  Purchaser  has the  corporate  power and  authority to
execute  and  deliver  the  Purchase  Agreement  and  Ancillary  Agreements,  as
applicable, and to perform its obligations thereunder;

                  3. The  execution  of the  Purchase  Agreement  and  Ancillary
Agreements  by Purchaser  has been duly  authorized or ratified by all requisite
corporate action, and the Purchase Agreement and Ancillary  Agreements have been
duly executed and delivered by Purchaser;



<PAGE>


                  4. The Purchase Agreement and Ancillary Agreements  constitute
binding  obligations of Purchaser  enforceable  against  Purchaser in accordance
with their respective terms;

         Based on and subject to the foregoing, we are of the opinion that:

                  1. The Company is a  corporation  duly  organized  and validly
existing  under the laws of the state of Delaware.  Banc One is a national  bank
holding company duly organized and validly  existing under the laws of the State
of Ohio.  The  Affiliate  Banks are each a  national  banking  association  duly
organized and validly  existing under the laws of the United States,  or a state
banking  institution  duly organized and validly  existing under the laws of the
jurisdiction  of its  organization,  as  applicable.  The Company  possesses all
governmental qualifications, permits, licenses, approvals and registrations that
are necessary to enable the Company to conduct its mortgage banking business.

                  2. Each of the Company,  Banc One and the Affiliate  Banks has
the corporate power and authority to execute and deliver the Purchase  Agreement
and  Ancillary  Agreements,  as  applicable,  and to  perform  their  respective
obligations thereunder;

                  3. The  execution  of the  Purchase  Agreement  and  Ancillary
Agreements  by the  Company,  Banc One and the  Affiliate  Banks  has been  duly
authorized  or ratified by all  requisite  corporate  action,  and the  Purchase
Agreement and Ancillary  Agreements have been duly executed and delivered by the
Company, Banc One and the Affiliate Banks.

                  4. The Purchase Agreement and Ancillary Agreements  constitute
a  legal,  valid,  and  binding  obligation  of the  Company,  Banc  One and the
Affiliate Banks, as applicable, enforceable against the Company Banc One and the
Affiliate Banks, as applicable,  according to their respective terms,  except as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
fraudulent conveyance and other debtor relief laws of general applicability, the
effect of general  principles  of equity,  whether  applied by a court of law or
equity.

                  5. Either (i) no consent, approval,  authorization or order of
any court or government  agency or body is required for the execution,  delivery
and performance by the Company, Banc One and the Affiliate Banks, as applicable,
of or  compliance  by  the  Company,  Banc  One  and  the  Affiliate  Banks,  as
applicable, with the Purchase Agreement and Ancillary Agreements or the sale and
delivery  of the  Purchased  Assets  or  the  consummation  of the  transactions
contemplated  by the Purchase  Agreement and Ancillary  Agreements;  or (ii) any
required  consent,  approval,  authorization  or order has been  obtained by the
Company, Banc One and the Affiliate Banks.



<PAGE>


                  6. Neither the consummation of the  transactions  contemplated
by, nor the  fulfillment  of the terms of, the Purchase  Agreement and Ancillary
Agreements (a) result in a breach of or constitutes a default under the terms of
any indenture or other agreement or instrument to which the Company, Banc One or
the  Affiliate  Banks is a party or by which either of them is bound or to which
either  of  them is  subject,  or (b)  violate  (i) any  statute  or  regulation
promulgated  thereunder relating to the purchase and sale of Purchased Assets as
contemplated  by the Purchase  Agreement  and  Ancillary  Agreements or (ii) any
order, rule, writ, injunction or decree of any court,  governmental authority or
regulatory body to which the Company, Banc One or the Affiliate Banks is subject
or by which either of them or their properties is or are bound.

                  7.  There is no  action,  suit,  proceeding  or  investigation
pending or  threatened  against the  Company,  Banc One or the  Affiliate  Banks
which,  in my  judgment,  either in any one  instance or in the  aggregate,  may
result in any material  adverse  change in the business,  operations,  financial
condition,  properties or assets of the Company, Banc One or the Affiliate Banks
or in any material  impairment of the right or ability of the Company,  Banc One
or the Affiliate Banks to carry on its business  substantially  as now conducted
or in any  material  liability  on the  part  of the  Company,  Banc  One or the
Affiliate  Banks or which would draw into  question the validity of the Purchase
Agreement  and  Ancillary  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 Company, Banc One or the Affiliate Banks
to perform under the terms of the Purchase Agreement and Ancillary Agreements.


                                                  Very truly yours,


                                                  ------------------------------



<PAGE>


                                                                      Schedule 1


Banc One Affiliate Banks

1.   Bank One, Arizona, NA
2.   Bank One, Colorado, NA
3.   Bank One, Illinois, NA
4.   Bank One, Indiana, NA
5.   Bank One, Kentucky, NA
6.   Bank One, Louisiana, NA
7.   Bank One, NA
8.   Bank One, Oklahoma, NA
9.   Bank One, Texas, NA
10.  Bank One, Utah, NA
11.  Bank One, West Virginia, NA
12.  Bank One, Wheeling-- Steubenville, NA
13.  Bank One, Wisconsin (a Wisconsin State bank)


<PAGE>


                                                                       Exhibit D


                              BANC ONE CORPORATION
                          BANC ONE MORTGAGE CORPORATION


                              OFFICERS' CERTIFICATE


         __________,  [President], and __________, [Chief Financial Officer], of
Banc One  Corporation,  and  __________,  [President]  and  ___________,  [Chief
Financial  Officer],  of Banc One Mortgage  Corporation  (together,  "Sellers"),
pursuant to Section 9.2(e) of the Asset Purchase Agreement, dated as of April 1,
1998 (the  "Agreement"),  between  Sellers and HomeSide  Lending,  Inc.,  hereby
certify as follows:
                  (a) The representations and warranties of Sellers contained in
         Article IV and Article V of the  Agreement  are true and correct in all
         material respects as of the date hereof as though made at and as of the
         date  hereof  (except to the  extent  that any such  representation  or
         warranty  is made as of a specific  date prior to the date  hereof,  in
         which case such  representation or warranty was true and correct in all
         material respects as of such date).

                  (b)  Sellers  have  performed  in all  material  respects  all
         obligations and agreements,  and have complied in all material respects
         with all  covenants  and  conditions  contained in the  Agreement to be
         performed or complied with by them prior to or at the date hereof.


<PAGE>



IN WITNESS  WHEREOF,  we have  hereunto  signed our names as of this ____ day of
__________, 1998.

                              BANC ONE CORPORATION



                                            By:  ____________________
                                      Name:
                                      Title: [President]



                                            By:  ____________________
                                      Name:
                                      Title: [Chief Financial
                                              Officer]


                                            BANC ONE MORTGAGE CORPORATION



                                            By:  ____________________
                                      Name:
                                      Title: [President]



                                            By:  ____________________
                                      Name:
                                      Title: [Chief Financial
                                              Officer]




<PAGE>


                                                                       Exhibit E


                             HOMESIDE LENDING, INC.


                              OFFICERS' CERTIFICATE


     __________,  [President],  and __________,  [Chief Financial  Officer],  of
HomeSide Lending,  Inc.  ("Purchaser"),  pursuant to Section 9.2(e) of the Asset
Purchase Agreement, dated as of April 1, 1998 (the "Agreement"),  among Banc One
Corporation,  Banc One Mortgage  Corporation  and  Purchaser,  hereby certify as
follows:
                  (a) The  representations and warranties of Purchaser contained
         in Article VI of the  Agreement  are true and  correct in all  material
         respects  as of the date  hereof as  though  made at and as of the date
         hereof.

                  (b)  Purchaser  has  performed  in all  material  respects all
         obligations and agreements,  and has complied in all material  respects
         with all  covenants  and  conditions  contained in the  Agreement to be
         performed or complied with by it prior to or at the date hereof.


<PAGE>



         IN WITNESS  WHEREOF,  we have hereunto signed our names as of this ____
day of __________, 1998.

                             HOMESIDE LENDING, INC.



                                            By:  ____________________
                                      Name:
                                      Title: [President]



                                            By:  ____________________
                                      Name:
                                      Title: [Chief Financial
                                              Officer]