EXHIBIT 4.1

                   ===========================================



                        OAKWOOD MORTGAGE INVESTORS, INC.,

                         OAKWOOD ACCEPTANCE CORPORATION


                                       AND


              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                     TRUSTEE



                                   ----------


                  SERIES 2000-A POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2000


                                   ----------



                        OAKWOOD MORTGAGE INVESTORS, INC.

                               SENIOR/SUBORDINATED

                    PASS-THROUGH CERTIFICATES, SERIES 2000-A


                   ===========================================




                                       11
<PAGE>


         THIS SERIES 2000-A POOLING AND SERVICING AGREEMENT, dated as of March
1, 2000, is made with respect to the formation of OMI Trust 2000-A (the "Trust")
among OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation ("OMI"), OAKWOOD
ACCEPTANCE CORPORATION, a North Carolina corporation ("OAC" and, in its capacity
as servicer, the "Servicer"), and CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee"), under
this Agreement and the Standard Terms to Pooling and Servicing Agreement, May
1999 Edition (the "Standard Terms"), all the provisions of which are
incorporated herein as modified hereby and shall be a part of this Agreement as
if set forth herein in full (this Agreement with the Standard Terms so
incorporated, the "Pooling and Servicing Agreement"). Capitalized terms used and
not otherwise defined herein shall have the respective meanings given them in
the Standard Terms.


                              PRELIMINARY STATEMENT

         The Board of Directors of OMI has duly authorized the formation of the
Trust to issue a Series of Certificates with an aggregate initial principal
amount of $316,945,000, to be known as the Senior/Subordinated Pass-Through
Certificates, Series 2000-A (the "Certificates"). The Certificates consist of 11
Classes that in the aggregate evidence the entire beneficial ownership interest
in the Trust.

         In accordance with Section 10.01 of the Standard Terms, the Trustee
will make an election to treat all of the assets of the Trust, as two real
estate mortgage investment conduits (each, a "REMIC" and, individually, the
"Pooling REMIC" and the "Issuing REMIC") for federal income tax purposes. The
Pooling REMIC will consist of the Distribution Account and the Assets listed on
the Asset Schedules attached as Schedule I (as defined below) hereto. The
Issuing REMIC will consist of the nine Subaccounts designated as provided
herein. The "startup day" of each REMIC for purposes of the REMIC Provisions is
the Closing Date.

                                GRANTING CLAUSES

         To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in
trust and as provided in this Pooling and Servicing Agreement, without recourse
and for the exclusive benefit of the Holders of the Certificates, all of OMI's
right, title and interest in and to, and any and all benefits accruing to OMI
from, (a) the Contracts listed in Schedule IA hereto and the Mortgage Loans
(together with the Contracts, the "Assets") listed in Schedule IB hereto,
together with the related Asset Documents, and all payments thereon and proceeds
of the conversion, voluntary or involuntary, of the foregoing, including,
without limitation, all rights to receive all principal and interest payments
due on the Assets after the applicable Cut-off Date, including such scheduled
payments received by OMI or Oakwood Capital Corp. ("OCC") on or prior to the
applicable Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net
Liquidation Proceeds, Repurchase Prices and other unscheduled collections
received on the Assets on and after the applicable Cut-off Date; (b) the
security interests in the Manufactured Homes,


                                       12
<PAGE>



Mortgaged Properties and Real Properties granted by the Obligors pursuant to the
related Assets; (c) all funds, other than investment earnings, relating to the
Assets on deposit in the Certificate Account or in the Distribution Account for
the Certificates and all proceeds thereof, whether in the form of cash,
instruments, securities or other properties; (d) any and all rights, privileges
and benefits accruing to OMI under the Sales Agreement and the Servicer's
Representations and Warranties Agreement with respect to the Assets (provided
that OMI shall retain its rights to indemnification from the Seller under such
Sales Agreement and the Servicer's Representations and Warranties Agreement, but
also hereby conveys its rights to such indemnification to the Trustee as its
assignee), including the rights and remedies with respect to the enforcement of
any and all representations, warranties and covenants under such Sales
Agreement; and (e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any Standard Hazard Insurance Policy or FHA
Insurance, or any other insurance policy relating to any of the Assets, cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables that at any time constitute all or
part or are included in the proceeds of any of the foregoing) to make
distributions on the Certificates as specified herein (the items referred to in
clauses (a) through (e) above shall be collectively referred to herein as the
"Trust Estate").

         The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform the duties herein or therein required to the best of its ability to the
end that the interests of the Holders of the Certificates may be adequately and
effectively protected.



                                       13
<PAGE>



Section 1.        Standard Terms.

         OMI, the Servicer and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of OMI, the Servicer and the Trustee with respect
to the Certificates. OMI, the Servicer and the Trustee agree to observe and
perform such prescribed duties, responsibilities and obligations, and
acknowledge that, except to the extent inconsistent with the provisions of this
Pooling and Servicing Agreement, the Standard Terms are and shall be a part of
this Pooling and Servicing Agreement to the same extent as if set forth herein
in full.

Section 2.        Defined Terms.

         With respect to the Certificates and in addition to or in replacement
for the definitions set forth in Section 1.01 of the Standard Terms, the
following definitions shall be assigned to the defined terms set forth below:

         "Accelerated Principal Distribution Amount": With respect to any
Distribution Date, the positive difference, if any, between the Target
Overcollateralization Amount and the Current Overcollateralization Amount.

         "Accrual Date": The Accrual Date shall be (i) with respect to the Class
A-1 Certificates, the Closing Date and (ii) with respect to all other Classes of
Certificates, March 1, 2000.

         "Adjusted Certificate Principal Balance": With respect to each Class of
Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following the most recently preceding Distribution
Date reduced by all Writedown Amounts allocated to such Class on such
Distribution Date.

         "Adjusted Subaccount Principal Balance": With respect to each of the
Corresponding Subaccounts relating to the Subordinated Certificates, on any date
of determination, its Subaccount Principal Balance immediately following the
most recently preceding Distribution Date reduced by all Writedown Amounts
allocated to such Subaccount on such Distribution Date.

         "Average Sixty-Day Delinquency Ratio": With respect to any Distribution
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates. The "Sixty-Day
Delinquency Ratio" for a Distribution Date is the percentage derived from the
fraction, the numerator of which is the aggregate Scheduled Principal Balance
(as of the end of the preceding Prepayment Period) of all Assets (including
Assets in respect of which the related Manufactured Home, Real Property or
Mortgage Property has been repossessed or foreclosed upon but not yet disposed
of) as to which a Monthly Payment thereon is delinquent 60 days or more as of
the end of the related Prepayment Period, and the denominator of which is the
Pool Scheduled Principal Balance for such Distribution Date.

         "Book-Entry Certificates": The Class A, Class M and Class B
Certificates.

                                       14
<PAGE>

         "Call Option Date": The Distribution Date on which, after taking into
account distributions of principal to be made on such Distribution Date, the
aggregate Certificate Principal Balance of the Certificates is less than 10% of
the sum of the original Certificate Principal Balance of the Certificates.

         "Carryover Interest Distribution Amount": With respect to each Class of
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts and as Carryover Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, together with
interest accrued on such amount at the Pass-Through Rate in effect for such
Class during the related Interest Accrual Period. With respect to each
Subaccount on each Distribution Date, all amounts that were allocable to such
Subaccount as Priority Interest Distribution Amounts and as Carryover Interest
Distribution Amounts on the previous Distribution Date but not previously
distributed, together with interest accrued on any such amount at the
Pass-Through Rate in effect for the Corresponding Certificates with respect to
such Subaccount during the related Interest Accrual Period.

         "Carryover Non-Priority Interest Distribution Amount": For any
Subaccount, on any Distribution Date, all amounts that were distributable on
such Subaccount as Non-Priority Interest Distribution Amounts on previous
Distribution Dates that remain unpaid.

         "Carryover Writedown Interest Distribution Amount": With respect to
each Distribution Date and each related Class or Subaccount, all amounts that
were distributable on such Class or Subaccount as Writedown Interest
Distribution Amounts and Carryover Writedown Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, plus interest
accrued on any such amount during the related Interest Accrual Period at the
then applicable Pass-Through Rate.

         "Class A Certificates": The Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates.

         "Class A Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date and the denominator of
which is the Pool Scheduled Principal Balance of the Assets immediately prior to
such Distribution Date.

         "Class A-5 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class A-5 Certificate Principal Balance immediately
prior to the related Distribution Date and the denominator of which is the sum
of the Certificate Principal Balances of the Class A-2 Certificates, the Class
A-3 Certificates, the Class A-4 Certificates, and the Class A-5 Certificates,
each immediately prior to such Distribution Date.


                                       15
<PAGE>



         "Class A Principal Distribution Amount": For any Distribution Date,
will equal (i) prior to the Cross-over Date, the entire Principal Distribution
Amount (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met, the entire Principal Distribution Amount, or (iii) on any
other Distribution Date, the Class A Percentage of the Principal Distribution
Amount, subject to increase as described in the last sentence of the definition
of "Class B-2 Principal Distribution Amount." For any Distribution Date, if the
Class A Principal Distribution Amount exceeds the Class A Certificate Principal
Balance less the Principal Distribution Shortfall Carryover Amount with respect
to such Class and Distribution Date, then such excess amount shall be allocated
to the Class M-1 Principal Distribution Amount.

         "Class A Subaccounts": Any or all, as appropriate, of the Class A-1,
Class A-2, Class A-3, Class A-4 or Class A-5 Subaccounts.

         "Class B Certificates": The Class B-1 Certificates and Class B-2
Certificates.

         "Class B Subaccounts": Any or all, as appropriate, of the Class B-1 or
Class B-2 Subaccounts.

         "Class B-1 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Adjusted Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date and the denominator
of which is the Pool Scheduled Principal Balance of Assets immediately prior to
such Distribution Date.

         "Class B-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance, the Class A-5 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance have not been reduced to zero and prior to the
Cross-over Date, zero, (ii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A-1 Certificate Principal Balance,
the Class A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 Certificate Principal Balance, the Class A-5 Certificate
Principal Balance, the Class M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance have not been reduced to zero, zero, (iii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A-1 Certificate Principal Balance, the Class A-2 Certificate Principal
Balance, the Class A-3 Certificate Principal Balance, the Class A-4 Certificate
Principal Balance, the Class A-5 Certificate Principal Balance, the Class M-1
Certificate Principal Balance and the Class M-2 Certificate Principal Balance
each have been reduced to zero, the Principal Distribution Amount, or (iv) on
any other Distribution Date, the Class B-1 Percentage of the Principal
Distribution Amount, in any case subject to increase as described in the last
sentence of the definition of "Class B-2 Principal Distribution Amount." For any
Distribution Date, if the Class B-1 Principal Distribution Amount exceeds the
Class B-1 Certificate Principal Balance less the Principal Distribution
Shortfall Carryover Amount with respect to such Class and Distribution Date,
then such excess amount shall be allocated to the Class B-2 Principal
Distribution Amount.

                                       16
<PAGE>


         "Class B-2 Floor Amount": With respect to any Distribution Date, either
(a) 1.50% of the aggregate principal balance of the Pool Scheduled Principal
Balance as of the Cut-off Date, if the Class A-1 Certificate Principal Balance,
the Class A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 Certificate Principal Balance, the Class A-5 Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
have not been reduced to zero immediately prior to such Distribution Date, and
(b) zero, if the Class A-1 Certificate Principal Balance, the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, the Class A-5 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance have been
reduced to zero immediately prior to such Distribution Date.

         "Class B-2 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the sum of the Class B-2 Adjusted Certificate Principal
Balance and the Overcollateralization Amount, each immediately prior to such
Distribution Date and the denominator of which is the Pool Scheduled Principal
Balance of Assets immediately prior to such Distribution Date.

         "Class B-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance, the Class A-5 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal Balance and the Class B-1 Certificate Principal Balance have not been
reduced to zero, zero, (ii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A-1 Certificate Principal Balance,
the Class A-2 Certificate Principal Balance, the Class A-3 Certificate Principal
Balance, the Class A-4 Certificate Principal Balance, the Class A-5 Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
have not been reduced to zero and prior to the Cross-over Date, zero, (iii) on
any Distribution Date as to which the Principal Distribution Tests are not met
and the Class A-1 Certificate Principal Balance, the Class A-2 Certificate
Principal Balance, the Class A-3 Certificate Principal Balance, the Class A-4
Certificate Principal Balance, the Class A-5 Certificate Principal Balance, the
Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal
Balance and the Class B-1 Certificate Principal Balance each have been reduced
to zero, the Principal Distribution Amount, or (iv) on any other Distribution
Date, the Class B-2 Percentage of the Principal Distribution Amount. If the
Class A-1 Certificate Principal Balance, the Class A-2 Certificate Principal
Balance, the Class A-3 Certificate Principal Balance, the Class A-4 Certificate
Principal Balance, the Class A-5 Certificate Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2 Certificate Principal Balance and
the Class B-1 Certificate Principal Balance have not been reduced to zero on or
before a Distribution Date, then amounts otherwise allocable as Class B-2
Principal Distribution Amounts shall be allocated first to the Class B-1
Principal Distribution Amount, next to the Class M-2 Principal Distribution
Amount, then to the Class M-1 Principal Distribution Amount, then to the Class A
Principal Distribution Amount, and finally to the Class B-2 Principal
Distribution Amount, to the extent that allocation of such amounts to the Class
B-2 Principal Distribution Amount would reduce the Class B-2 Certificate
Principal Balance below the Class B-2 Floor Amount. On any Distribution Date,
the Class B-2 Principal Distribution Amount shall not exceed the Class B-2
Certificate Principal


                                       17
<PAGE>


Balance less the Principal Distribution Shortfall Carryover Amount with respect
to such Class and such Distribution Date. If the Class A-1 Certificate Principal
Balance, the Class A-2 Certificate Principal Balance, the Class A-3 Certificate
Principal Balance, the Class A-4 Certificate Principal Balance, the Class A-5
Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the
Class M-2 Certificate Principal Balance, and the Class B-1 Certificate Principal
Balance have not been reduced to zero on or before a Distribution Date, then the
amounts otherwise allocable to the Class B-2 Principal Distribution Amount shall
be allocated first to the Class B-1 Principal Distribution Amount, next to the
Class M-2 Principal Distribution Amount, next to the Class M-1 Principal
Distribution Amount, next to the Class A Principal Distribution Amount, and
finally to the Class B-2 Principal Distribution Amount, to the extent that
allocation of these amounts to the Class B-2 Principal Distribution Amount would
reduce the sum of the Class B-2 Certificate Principal Balance and the Current
Overcollateralization Amount below the Total Floor Amount.

         "Class M Certificates": The Class M-1 and Class M-2 Certificates.

         "Class M Subaccounts": Any or all, as appropriate, of the Class M-1 or
Class M-2 Subaccounts.

         "Class M-1 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-1 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
Pool Scheduled Principal Balance of the Assets immediately prior to such
Distribution Date.

         "Class M-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance, the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance, and the Class A-5 Certificate
Principal Balance, have not been reduced to zero and prior to the Cross-over
Date, zero, (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met and the Class A-1 Certificate Principal Balance the Class A-2
Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the
Class A-4 Certificate Principal Balance, and the Class A-5 Certificate Principal
Balance, have not been reduced to zero, zero, (iii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, and the Class A-5 Certificate Principal Balance, each have been reduced
to zero, the Principal Distribution Amount, or (iv) on any other Distribution
Date, the Class M-1 Percentage of the Principal Distribution Amount, in any case
subject to increase as described in the last sentence of the definition of
"Class B-2 Principal Distribution Amount." For any Distribution Date, if the
Class M-1 Principal Distribution Amount exceeds the Class M-1 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such amounts shall be
allocated to the Class M-2 Principal Distribution Amount.


                                       18
<PAGE>



         "Class M-2 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-2 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
Pool Scheduled Principal Balance of the Assets immediately prior to such
Distribution Date.

         "Class M-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A-1 Certificate Principal Balance the Class
A-2 Certificate Principal Balance, the Class A-3 Certificate Principal Balance,
the Class A-4 Certificate Principal Balance, the Class A-5 Certificate Principal
Balance, and the Class M-1 Certificate Principal Balance have not been reduced
to zero and prior to the Cross-over Date, zero, (ii) on any Distribution Date as
to which the Principal Distribution Tests are not met and the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal Balance, the
Class A-3 Certificate Principal Balance, the Class A-4 Certificate Principal
Balance, the Class A-5 Certificate Principal Balance, and the Class M-1
Certificate Principal Balance have not been reduced to zero, zero, (iii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A-1 Certificate Principal Balance the Class A-2 Certificate Principal
Balance, the Class A-3 Certificate Principal Balance, the Class A-4 Certificate
Principal Balance, the Class A-5 Certificate Principal Balance, and the Class
M-1 Certificate Principal Balance has been reduced to zero, the Principal
Distribution Amount, or (iv) on any other Distribution Date, the Class M-2
Percentage of the Principal Distribution Amount, in any case subject to increase
as described in the last sentence of the definition of "Class B-2 Principal
Distribution Amount." For any Distribution Date, if the Class M-2 Principal
Distribution Amount exceeds the Class M-2 Certificate Principal Balance less the
Principal Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such amounts shall be allocated to the Class B-1
Principal Distribution Amount.

         "Class R Certificates": The Class R Certificates, which represent
beneficial ownership of both the Pooling REMIC Residual Interest and the Issuing
REMIC Residual Interest.

         "Class R-1 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 11(b) hereof, the Class R-1
Certificates, which will represent the Issuing REMIC Residual Interest.

         "Class R-2 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 11(b) hereof, the Class R-2
Certificates, which will represent the Pooling REMIC Residual Interest.

         "Class X Carryover Strip Amount": With respect to the Class X
Certificates on each Distribution Date, all amounts that were distributable on
such Class as Class X Strip Amounts on previous Distribution Dates that remain
unpaid.

         "Class X Certificates": The Class X Certificates created pursuant to
Section 3 hereof.

         "Class X Strip Amount": With respect to any Distribution Date, 30 days'
interest on the Subaccount Principal Balance of the Class A, Class M and Class B
Subaccounts, at a rate equal to the positive difference, if any, between the
Weighted Average Net Asset Rate and the weighted

                                       19
<PAGE>


average of the Pass-Through Rates on the Class A, Class M and Class B
Subaccounts. Solely for the purposes of those calculations, the Pass-Through
Rates of the Class A, Class M and Class B Subaccounts shall be the Pass-Through
Rates on the respective Corresponding Certificates.

         "Closing Date": March 30, 2000.

         "Corporate Trust Office": The address set forth hereinbelow under
"Trustee."

         "Corresponding Certificates": For any Subaccount, the Class of
Certificates bearing the same letter and numerical designation as that borne by
such Subaccount.

         "Corresponding Subaccount" For any Class of Certificates, the
Subaccount bearing the same letter and numerical designation as that borne by
such Class.

         "Cross-over Date": The later to occur of (a) the Distribution Date
occurring in October 2004 or (b) the first Distribution Date on which the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the sum of the aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates and the Current Overcollateralization
Amount, for such Distribution Date and the denominator of which is the Pool
Scheduled Principal Balance on such Distribution Date, equals or exceeds 1.790
times the percentage equivalent of a fraction (which shall not be greater than
1) the numerator of which is the sum of the initial aggregate Adjusted
Certificate Principal Balance of the Subordinated Certificates and the Current
Overcollateralization Amount as of the Cut-off Date and the denominator of which
is the Pool Scheduled Principal Balance as of the Cut-off Date.

         "Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on the Assets during the period from the
Cut-off Date through the end of the related Prepayment Period.

         "Current Overcollateralization Amount": As of any Distribution Date,
the positive difference, if any, between the Scheduled Principal Balance of the
Assets and the Certificate Principal Balance of all then outstanding Classes of
Certificates.

         "Current Realized Loss Ratio": With respect to any Distribution Date,
the annualized percentage derived from the fraction, the numerator of which is
the sum of the aggregate Realized Losses for the three preceding Prepayment
Periods and the denominator of which is the arithmetic average of the Pool
Scheduled Principal Balances for such Distribution Date and the preceding two
Distribution Dates.

         "Cut-off Date": March 1, 2000.

         "ERISA Restricted Certificates": The Class M-1, Class M-2, Class B-1,
Class B-2, Class X and Class R Certificates.

                                       20
<PAGE>

         "Excess Subaccount Principal Balance": With respect to each Subaccount,
the excess, if any, of the Subaccount Principal Balance over the Certificate
Principal Balance of the Corresponding Certificates.

         "Floating Rate Determination Date": For any Interest Accrual Period for
the Class A-1  Certificates  other than the first Interest  Accrual Period,  the
second London  Banking Day prior to the  commencement  of such Interest  Accrual
Period, and for the first Interest Accrual Period, the Closing Date.

         "Institutional Holder": An insurance company whose long-term debt is
rated at least A- (or equivalent rating) by a Rating Agency, or an equivalent
rating from any other nationally recognized statistical rating organization.

         "Interest Deficiency Amount": With respect to the Class M-1
Certificates, the Class M-2 Certificates, Class B-1 Certificates or the Class
B-2 Certificates and any Distribution Date, the sum of any of the Interest
Distribution Amount, Carryover Interest Distribution Amount, Writedown Interest
Distribution Amount and Carryover Writedown Interest Distribution Amount for
such Class that would remain unpaid after application of the Available
Distribution Amount in accordance with Sections 5(a) hereof.

         "Interest Deficiency Withdrawal": With respect to any Distribution Date
and the:

         (i) Class M-1 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $425,935.25 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class M-1 Certificates and (C) the amount remaining on deposit in the
Certificate Account after withdrawal of the Remittance Amount and amounts
withdrawn therefrom pursuant to Section 4.03(1) through (4) of the Standard
Terms;

         (ii) Class M-2 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $254,038.13 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class M-2 Certificates and (C) the amount remaining on deposit in the
Certificate Account after withdrawal of the Remittance Amount and amounts
withdrawn therefrom pursuant to Section 4.03(1) through (4) of the Standard
Terms; and

         (iii) Class B-1 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $270,971.25 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class B-1 Certificates and (C) the amount remaining on deposit in the
Certificate Account after withdrawal of the Remittance Amount and amounts
withdrawn therefrom pursuant to Section 4.03(1) through (4) of the Standard
Terms.

         (iv) Class B-2 Certificates, the lesser of (A) the applicable Interest
Deficiency Amount, (B) the positive difference, if any, between $377,700.00 and
the sum of all previous Interest Deficiency Withdrawals made with respect to the
Class B-2 Certificates and (C) the


                                       21
<PAGE>


amount remaining on deposit in the Certificate Account after withdrawal of the
Remittance Amount and amounts withdrawn therefrom pursuant to Section 4.03(1)
through (4) of the Standard Terms.

         "Interest Distribution Amount": On each Distribution Date, an amount
equal to interest accrued at the applicable Pass-Through Rate for the related
Interest Accrual Period on (i) in the case of each Class of the Class A
Certificates or the Class A Subaccounts, the Certificate Principal Balance of
such Class or the Subaccount Principal Balance of such Subaccount, respectively,
immediately prior to that Distribution Date and (ii) in the case of the
Subordinated Certificates or the Corresponding Subaccounts, on the Adjusted
Certificate Principal Balance of such Class or the Subaccount Principal Balance
of such Subaccount, respectively, immediately prior to that Distribution Date.

         "Issuing REMIC": The Trust REMIC consisting of the Subaccounts.

         "Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.

         "London Banking Day": Any day on which commercial banks and foreign
exchange markets settle payments in London and New York City.

         "Non-Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the positive difference, if any, between
(i) the related Interest Distribution Amount for such Subaccount and (ii) the
related Priority Interest Distribution Amount for such Subaccount.

         "Notional Principal Balance": The Notional Principal Balance of the
Class X Certificates on any date shall equal the sum of all of the Subaccount
Principal Balances on such date.

         "Overcollateralization Reduction Amount": With respect to each
Distribution Date, the positive difference, if any, between the Current
Overcollateralization Amount and the Target Overcollateralization Amount;
provided, however, that if on any Distribution Date the Principal Distribution
Tests are not satisfied, then the Overcollateralization Reduction Amount shall
equal zero.

         "Pass-Through Rate": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.

         "Pooling REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.

         "Pooling REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.


                                       22
<PAGE>


         "Principal Distribution Shortfall Carryover Amount": With respect to
each Distribution Date and each Class of Certificates, an amount equal to all
Principal Distribution Amounts distributable on such Class from previous
Distribution Dates that have not yet been distributed on such Class of
Certificates. With respect to each Distribution Date and each Corresponding
Subaccount, an amount equal to all Principal Distribution Amounts distributable
on the Corresponding Certificates from previous Distribution Dates that have not
yet been distributed on such Corresponding Certificates.

         "Principal Distribution Tests": With respect to each Distribution Date:
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed 5.5%; (b) the Cumulative Realized Losses as of such Distribution Date
do not exceed an amount equal to the percentage set forth below of the initial
aggregate Certificate Principal Balance of all the Certificates:

         Distribution Dates                                          Percentage
         ------------------                                          ----------

         October 2004 through March 2006                                  7.0%

         April 2006 through March 2007                                    8.0%

         April 2007 through September 2008                                9.5%

         October 2008 and after                                          10.5%

; and (c) the Current Realized Loss Ratio as of such  Distribution Date does not
exceed 3.00%.

         "Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the Interest Distribution Amount for the
Corresponding Certificates.

         "Private Certificates": The Class B-2 Certificates, Class X
Certificates and Residual Certificates.

         "Qualified Bidders": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.

         "Rating Agency": Each of Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. (55 Water Street, New York, New York 10041), and
Fitch IBCA, Inc. (One State Street, New York, New York 10004).

         "Regular Certificates": The Class A Certificates, Class M Certificates,
Class B Certificates and Class X Certificates.

         "Residual Certificates": The Class R Certificates or, following the
division of the Class R Certificates into two separately transferable,
certificated and fully registered certificates in accordance with Section 11(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.


                                       23
<PAGE>


         "Rule 144A Certificates": The Class B-2, Class X and Residual
Certificates.

         "Seller": Oakwood Capital Corp., a Nevada corporation.

         "Servicer's Representations and Warranties Agreement": The Servicer's
Representations and Warranties Agreement, dated as of March 1, 2000, by and
between OMI and OAC.

         "Servicing Fee Rate": 1.00% per annum.

         "Subaccount": Each of the following nine subaccounts established solely
for purposes of the REMIC Provisions by the Trustee, which have the Pass-Through
Rates and initial Subaccount Principal Balances set forth below:

<TABLE>
<CAPTION>
                                                                               Initial
                                                                             Subaccount
         Subaccount                     Pass-Through Rate                Principal Balance
         ----------                     -----------------                -----------------
<S>         <C>                                 <C>                          <C>
            A-1                                  (1)                          $ 65,000,000
            A-2                                  (1)                          $ 23,000,000
            A-3                                  (1)                          $ 14,000,000
            A-4                                  (1)                          $ 25,000,000
            A-5                                  (1)                          $125,078,000
            M-1                                  (1)                          $ 20,527,000
            M-2                                  (1)                          $ 12,317,000
            B-1                                  (1)                          $ 13,138,000
            B-2                                  (1)                          $ 18,885,000


</TABLE>

                  (1) The Pass-Through Rate on each Subaccount for any
         Distribution Date shall be equal to the Weighted Average Net Asset
         Rate.


         The Final Scheduled Distribution Date for each Subaccount is as
follows:
<TABLE>
<CAPTION>

                                                                              Final Scheduled
          Subaccount                                                        Distribution Dates
          ----------                                                        ------------------
<S>           <C>                                                                   <C>
              A-1                                                            December 15, 2010
              A-2                                                              May 15, 2017
              A-3                                                             March 15, 2022
              A-4                                                           September 15, 2029
              A-5                                                           September 15, 2029
              M-1                                                             April 15, 2030
              M-2                                                             April 15, 2030
              B-1                                                             April 15, 2030
              B-2                                                             April 15, 2030

</TABLE>


                                       24
<PAGE>


For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest possible
maturity date for each of the Subaccounts shall be its final Scheduled
Distribution Date as set forth above.

         "Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 7 hereof.

         "Subordinated Certificates": The Class M-1, Class M-2, Class B-1, Class
B-2, Class X and Residual Certificates.

         "Target Overcollaterization Amount": With respect to (i) any
Distribution Date prior to the Cross-over Date, shall equal 4.00% of the
Scheduled Principal Balance of the Assets as of the Cut-off Date, and (ii) for
any other Distribution Date, shall equal the lesser of (x) 4.00% of the
Scheduled Principal Balance of the Assets as of the Cut-off Date, and (y) 7.00%
of the then current Pool Scheduled Principal Balance of the Assets; provided,
however, that in no event shall the Target Overcollateralization Amount be less
than 0.50% of the Scheduled Principal Balance of the Assets as of the Cut-off
Date.

         "Total Floor Amount": With respect to any Distribution Date, either (a)
2.0% of the aggregate Pool Scheduled Principal Balance as of the Cut-Off Date,
if the Class A-1 Certificate Principal Balance, the Class A-2 Certificate
Principal Balance, the Class A-3 Certificate Principal Balance, the Class A-4
Certificate Principal Balance, Class A-5 Certificate Principal Balance, the
Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal
Balance and the Class B-1 Certificate Principal Balance have not been reduced to
zero immediately prior to such Distribution Date, and the sum of the Current
Overcollateralization Amount and the Class B-2 Floor Amount is less than 2.00%
of the Pool Scheduled Principal Balance as of the Cut-off Date or (b) zero, in
any other case.

         "Trustee": Chase Manhattan Trust Company, National Association, not in
its individual capacity but solely as Trustee under this Pooling and Servicing
Agreement, or any successor trustee appointed as herein provided. Notices to the
Trustee shall be sent to Global Trust, One Liberty Place, Suite 5210, 1650
Market Street, Philadelphia, PA 19103, Attn: OMI Trust 2000-A (the "Corporate
Trust Office"), or its successor in interest.

         "Trust REMIC": Each of the Pooling REMIC and the Issuing REMIC.

         "Underwriters": Banc of America Securities LLC (whose address is 100
North Tryon Street, Charlotte, North Carolina 28255) and Credit Suisse First
Boston Corporation (whose address is 11 Madison Avenue, New York, New York
10010).

         "Weighted Average Net Asset Rate": With respect to any Distribution
Date, the weighted average of the Asset Rates applicable to the Monthly Payments
that were due during the related Collection Period on Assets that were
Outstanding at the beginning of the related Prepayment Period, less the
Servicing Fee Rate.

                                       25
<PAGE>

         "Writedown Amount": With respect to each Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Principal Balance of all the
Certificates, after all distributions have been made on the Certificates on such
Distribution Date pursuant to Section 5(b) hereof, exceeds (ii) the Pool
Scheduled Principal Balance of the Assets for the next Distribution Date.

         "Writedown Interest Distribution Amount": With respect to each
Distribution Date and each Class of Subordinated Certificates, interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
on any related Writedown Amount. With respect to each Distribution Date and each
Corresponding Subaccount, interest accrued during the related Interest Accrual
Period on any related Writedown Amount at the Pass-Through Rate applicable to
the Corresponding Certificates.

Section 3.  Certificates.

         The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$316,945,000, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
in eleven Classes having the designations, initial Certificate Principal
Balances, Pass-Through Rates and Final Scheduled Distribution Dates set forth or
described below:
<TABLE>
<CAPTION>

                      Initial Certificate Principal          Pass Through                  Final Scheduled
    Designation                  Balance                         Rate                     Distribution Dates
    -----------                  --------                        ----                     ------------------
<S>                             <C>                              <C>                        <C>
A-1                             $65,000,000                      (1)                      December 15, 2010
A-2                             $23,000,000                      (2)                         May 15, 2017
A-3                             $14,000,000                      (3)                        March 15, 2022
A-4                             $25,000,000                      (4)                      September 15, 2029
A-5                            $125,078,000                      (5)                      September 15, 2029
M-1                             $20,527,000                      (6)                        April 15, 2030
M-2                             $12,317,000                      (7)                        April 15, 2030
B-1                             $13,138,000                      (8)                        April 15, 2030
B-2                             $18,885,000                      (9)                        April 15, 2030
X                                  (10)                          (10)                       April 15, 2030
R                                  (11)                          (11)                       April 15, 2030


</TABLE>


         (1) The Pass-Through Rate on the Class A-1 Certificates for any
         Distribution Date shall be the per annum rate equal to the lesser of
         (i) One-Month LIBOR, as determined (except for the initial Distribution
         Date) on the applicable Floating Rate Determination Date, plus 0.150%
         and (ii) the Weighted Average Net Asset Rate of the Assets. For the
         initial Distribution Date, the Pass-Through Rate for the Class A-1
         Certificates will be 6.2825% per annum, and the initial Interest
         Accrual Period for the Class A-1 Certificates will commence on the
         Closing Date and end on April 16, 2000.

         (2) The Pass-Through Rate on the Class A-2 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 7.7650% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.


                                       26
<PAGE>


         (3) The Pass-Through Rate on the Class A-3 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 7.9450% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (4) The Pass-Through Rate on the Class A-4 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.1500% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (5) The Pass-Through Rate on the Class A-5 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.1600% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (6) The Pass-Through Rate on the Class M-1 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.3000% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (7) The Pass-Through Rate on the Class M-2 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.2500% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (8) The Pass-Through Rate on the Class B-1 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.2500% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets.

         (9) The Pass-Through Rate on the Class B-2 Certificates for any
         Distribution Date shall be equal to the lesser of (i) 8.0000% per annum
         and (ii) the Weighted Average Net Asset Rate of the Assets

         (10) The Class X Certificates shall have no Certificate Principal
         Balance and no Pass-Through Rate. The Class X Certificates will
         represent the right to receive, on each Distribution Date, the
         applicable Class X Strip Amount and any Class X Carryover Strip Amount.

         (11) The Class R Certificates shall have no Certificate Principal
         Balance and no Pass-Through Rate, and shall represent the residual
         interest in both the Pooling REMIC and the Issuing REMIC. Following the
         division of the Class R Certificates into two separately transferable,
         certificated and fully registered certificates in accordance with
         Section 11(b) hereof, the Class R-1 and Class R-2 Certificates shall
         have no Certificate Principal Balances and no Pass-Through Rates and
         shall represent the residual interest in the Issuing REMIC and the
         Pooling REMIC, respectively.

         (12) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the latest
         possible maturity date of each Class of Certificates shall be the Final
         Scheduled Distribution Date.

Section 4.  Denominations.

         The Book-Entry Certificates will be registered as one or more
certificates in the name of the Clearing Agency or its nominee. Beneficial
interests in the Book-Entry Certificates will be held by the Beneficial Owners
through the book-entry facilities of the Clearing Agency, in minimum
denominations of $1,000 and integral multiples of $1 in excess thereof.

         The Class X Certificates and the Residual Certificates will be issued
in certificated, fully registered form. The Class X Certificates and the
Residual Certificates will be issued in minimum Percentage Interests equal to
10%.

Section 5.  Distributions.

         (a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution Amount to the
various Subaccounts, and, where applicable, OAC, to the extent of the amount
thereof remaining after application pursuant to clauses (1) through (4) of
Section 4.03 of the Standard Terms, in the following manner and in the following
order of priority:

                  (i) First, concurrently to each Class A Subaccount, (A) first,
         its Priority Interest


                                       27
<PAGE>


         Distribution Amount for such Distribution Date, in each case with the
         Available Distribution Amount being allocated among the Class A
         Subaccounts pro rata based on their respective Priority Interest
         Distribution Amounts, and (B) second, the related Carryover Interest
         Distribution Amount for such Distribution Date, if any; in each case
         with the Available Distribution Amount being allocated among the Class
         A Subaccounts pro rata based on their respective Carryover Interest
         Distribution Amounts;

                  (ii) Second, to the Class M-1 Subaccount, (A) first, the
         related Priority Interest Distribution Amount for such Distribution
         Date, and (B) second, any related Carryover Interest Distribution
         Amount for such Distribution Date;

                  (iii) Third, to the Class M-2 Subaccount, (A) first, the
         related Priority Interest Distribution Amount for such Distribution
         Date, and (B) second, any related Carryover Interest Distribution
         Amount for such Distribution Date;

                  (iv) Fourth, to the Class B-1 Subaccount, (A) first, the
         related Priority Interest Distribution Amount for such Distribution
         Date, and (B) second, any related Carryover Interest Distribution
         Amount for such Distribution Date;

                  (v) Fifth, to the Class B-2 Subaccount, (A) first, the related
         Priority Interest Distribution Amount for such Distribution Date, and
         (B) second, any related Carryover Interest Distribution Amount for such
         Distribution Date;

                  (vi) Sixth, concurrently to each Class A Subaccount, the
         related Principal Distribution Shortfall Carryover Amount for the Class
         A Subaccounts, if any, for such Distribution Date, allocated among the
         Class A Subaccounts pro rata based on their respective Principal
         Distribution Shortfall Carryover Amounts;

                  (vii) Seventh, to (a) the Class A-1 Subaccount, the Class A-2
         Subaccount, the Class A-3 Subaccount, the Class A-4 Subaccount and the
         Class A-5 Subaccount, the Class A Principal Distribution Amount,
         allocated in the following manner:

                  (1) First, to the Class A-1 Subaccount in reduction of its
                  Subaccount Principal Balance, until it has been reduced to
                  zero; and

                  (2) Second, concurrently (i) to the Class A-5 Subaccount, the
                  Class A-5 Percentage of the remaining Class A Principal
                  Distribution Amount in reduction of its Subaccount Principal
                  Balance, until it has been reduced to zero and (ii) the
                  balance of the Class A Principal Distribution Amount allocated
                  sequentially to the Class A-2 Subaccount, the Class A-3
                  Subaccount, and the Class A-4 Subaccount, in that order, in
                  reduction of their respective Subaccount Principal Balances;
                  in each case, until it has been reduced to zero;

         provided, however, that on any Distribution Date on which the Pool
         Scheduled Principal Balance is less than the aggregate Subaccount
         Principal Balance of the Class A Subaccounts immediately prior to such
         Distribution Date, the Class A Principal


                                       28
<PAGE>


         Distribution Amount will be allocated among all of the Class A
         Subaccounts pro rata based upon their respective Subaccount Principal
         Balances.

                  (viii) Eighth, to the Class M-1 Subaccount, (A) first, any
         related Writedown Interest Distribution Amount for such Distribution
         Date, (B) second, any related Carryover Writedown Interest Distribution
         Amount for such Distribution Date, (C) third, the related Principal
         Distribution Shortfall Carryover Amount for the Class M-1 Subaccount,
         if any, for such Distribution Date, and (D) fourth, the Class M-1
         Principal Distribution Amount, in reduction of the Subaccount Principal
         Balance of such Class, until the Class M-1 Certificate Principal
         Balance is reduced to zero;

                  (ix) Ninth, to the Class M-2 Subaccount, (A) first, any
         related Writedown Interest Distribution Amount for such Distribution
         Date, (B) second, any related Carryover Writedown Interest Distribution
         Amount for such Distribution Date, (C) third, the related Principal
         Distribution Shortfall Carryover Amount for the Class M-2 Subaccount,
         if any, for such Distribution Date, and (D) fourth, the Class M-2
         Principal Distribution Amount, in reduction of the Subaccount Principal
         Balance of such Class, until the Class M-2 Certificate Principal
         Balance is reduced to zero;

                  (x) Tenth, to the Class B-1 Subaccount, (A) first, any related
         Writedown Interest Distribution Amount for such Distribution Date, (B)
         second, any related Carryover Writedown Interest Distribution Amount
         for such Distribution Date, (C) third, the related Principal
         Distribution Shortfall Carryover Amount for the Class B-1 Subaccount,
         if any, for such Distribution Date, and (D) fourth, the Class B-1
         Principal Distribution Amount, in reduction of the Subaccount Principal
         Balance of such Class, until the Class B-1 Certificate Principal
         Balance is reduced to zero;

                  (xi) Eleventh, to the Class B-2 Subaccount, (A) first, any
         related Writedown Interest Distribution Amount for such Distribution
         Date, (B) second, any related Carryover Writedown Interest Distribution
         Amount for such Distribution Date, (C) third, the related Principal
         Distribution Shortfall Carryover Amount for the Class B-2 Subaccount,
         if any, for such Distribution Date, and (D) fourth, the Class B-2
         Principal Distribution Amount, in reduction of the Subaccount Principal
         Balance of such Class, until the Class B-2 Certificate Principal
         Balance is reduced to zero;

                  (xii) Twelfth, if Oakwood Acceptance Corporation is the
         Servicer, to the Servicer in the following order: first, the entire
         Servicing Fee with respect to the related Collection Period, and
         thereafter all Servicing Fees from previous Distribution Dates
         remaining unpaid;

                  (xiii) Thirteenth, to each Subaccount, (i) first, its
         Carryover Non-Priority Interest Distribution Amount for such
         Distribution Date, (ii) second, its Non-Priority Interest Distribution
         Amount for such Distribution Date, and (iii) its remaining Subaccount
         Principal Balance in each case with the Available Distribution Amount
         being allocated among the Subaccounts pro rata based upon the total
         Excess Subaccount Principal Balance remaining to be paid with respect
         to each Subaccount; and


                                       29
<PAGE>


                  (xiv) Finally, any remainder to Holders of the Pooling REMIC
         Residual Interest.

         (b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above and Section 7 below, the Trustee
(or the Paying Agent on behalf of the Trustee) shall withdraw all amounts
allocated to the various Subaccounts, and shall distribute such amounts in the
following manner and in the following order of priority:

         (i) First, concurrently to each Class of A Certificates, (A) first, its
Interest Distribution Amount for such Distribution Date, in each case with the
Available Distribution Amount being allocated among such Classes pro rata based
on their respective Interest Distribution Amounts, and (B) second, the related
Carryover Interest Distribution Amount, if any, for such Distribution Date, in
each case with the Available Distribution Amount being allocated among the
Classes of Class A Certificates pro rata based on their respective Carryover
Interest Distribution Amounts;

         (ii) Second, to the Class M-1 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B) second, any
related Carryover Interest Distribution Amount for such Distribution Date;

         (iii) Third, to the Class M-2 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B) second, any
related Carryover Interest Distribution Amount for such Distribution Date;

         (iv) Fourth, to the Class B-1 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B) second, any
related Carryover Interest Distribution Amount for such Distribution Date;

         (v) Fifth, to the Class B-2 Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date and (B) second, any
related Carryover Interest Distribution Amount for such Distribution Date;

         (vi) Sixth, concurrently to each Class of the A Certificates, the
related Principal Distribution Shortfall Carryover Amount for the Class A
Certificates, if any, for such Distribution Date allocated among the Class A
Certificates pro rata based on their respective Principal Distribution Shortfall
Carryover Amounts;

         (vii) Seventh, to the Class A Certificates, the Class A Percentage of
the Class A Principal Distribution Amount, allocated in the following manner:

         (1) First, to the Class A-1 Certificates in reduction of the
         Certificate Principal Balance of such Class, until it has been reduced
         to zero; and

                                       30
<PAGE>



         (2) Second, concurrently (i) to the Class A-5 Certificates, the Class
         A-5 Percentage of the remaining Class A Principal Distribution Amount
         in reduction of its Certificate Principal Balance until it has been
         reduced to zero and (ii) the balance of the Class A Principal
         Distribution Amount allocated sequentially to the Class A-2
         Certificates, the Class A-3 Certificates and the Class A-4
         Certificates, in that order, in reduction of their respective
         Certificate Principal Balances, in each case, until it has been reduced
         to zero;

provided, however, that on any Distribution Date on which the Pool Scheduled
Principal Balance is less than the aggregate Certificate Principal Balance of
the Class A Certificates immediately prior to such Distribution Date, the Class
A Principal Distribution Amount will be allocated among the Class A Certificates
pro rata based upon their respective Certificate Principal Balances.

         (viii) Eighth, to the Class M-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution Shortfall
Carryover Amount for the Class M-1 Certificates, if any, for such Distribution
Date, and (D) fourth, the Class M-1 Principal Distribution Amount, in reduction
of the Certificate Principal Balance of such Class, until it is reduced to zero;

         (ix) Ninth, to the Class M-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution Shortfall
Carryover Amount for the Class M-2 Certificates, if any, for such Distribution
Date, and (D) fourth, the Class M-2 Principal Distribution Amount, in reduction
of the Certificate Principal Balance of such Class, until it is reduced to zero;

         (x) Tenth, to the Class B-1 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution Shortfall
Carryover Amount for the Class B-1 Certificates, if any, for such Distribution
Date, and (D) fourth, the Class B-1 Principal Distribution Amount, in reduction
of the Certificate Principal Balance of such Class, until it is reduced to zero;

         (xi) Eleventh, to the Class B-2 Certificates, (A) first, any related
Writedown Interest Distribution Amount for such Distribution Date, (B) second,
any related Carryover Writedown Interest Distribution Amount for such
Distribution Date, (C) third, the related Principal Distribution Shortfall
Carryover Amount for the Class B-2 Certificates, if any, for such Distribution
Date, and (D) fourth, the Class B-2 Principal Distribution Amount, in reduction
of the Certificate Principal Balance of such Class, until it is reduced to zero;

         (xii) Twelfth, to each class of the Class A Certificates in the manner
provided in subparagraph (vii) above, Class M-1, Class M-2, Class B-1 and Class
B-2 Certificates, in that order, the Accelerated Principal Distribution Amount
for such Distribution Date, in reduction of the Certificate Principal Balance of
each class until such balance has been reduced to zero.

                                       31
<PAGE>

         (xiii) Thirteenth, to the Class X Certificates, in the following
sequential order:

                  (A)      the current Class X Strip Amount; and

                  (B)      any Class X Carryover Strip Amount; and

         (xiv) Finally, any remainder to the holders of the Issuing REMIC
Residual Interest.

         (c) On each Distribution Date for which the applicable Remittance
Report indicates that one or more Interest Deficiency Withdrawals is required,
after making the withdrawals and applications described in Section 5.02(a) and
(b), the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw
from the Certificate Account and allocate the Interest Deficiency Withdrawal,
based upon the information set forth in the related Remittance Report, in the
following manner and in the following order of priority:

             (i) to the Class M-1 Subaccount, the Interest Deficiency Withdrawal
for such Class, if any;

             (ii) to the Class M-2 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any;

             (iii) to the Class B-1 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any; and

             (iv) to the Class B-2 Subaccount, the Interest Deficiency
Withdrawal for such Class, if any; and

             (v) Finally, any remainder to Holders of the Pooling REMIC Residual
Interest.

         (d) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(c) above, the Trustee (or the Paying Agent
on behalf of the Trustee) shall withdraw all amounts allocated to the various
Subaccounts pursuant to Section 5(c) above, and shall distribute such amounts in
the following manner and in the following order of priority all in accordance
with the related Remittance Report:

             (i) to the Class M-1 Certificates, the Interest Deficiency
Withdrawal for such Class, if any;

             (ii) to the Class M-2 Certificates, the Interest Deficiency
Withdrawal for such Class, if any;

             (iii) to the Class B-1 Certificates, the Interest Deficiency
Withdrawal for such Class, if any; and

             (iv) to the Class B-2 Certificates, the Interest Deficiency
Withdrawal for such Class, if any; and

                                       32
<PAGE>

             (v) Finally, any remainder to the holders of the Issuing REMIC
Residual Interest.

         (e) All distributions or allocations made with respect to each Class on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on their respective Percentage Interests. So
long as the Book-Entry Certificates are registered in the name of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such Holder
is (A) with respect to any Class A, Class M or Class B Certificates issued after
the Closing Date in certificated, fully-registered form, the registered owner of
Class A, Class M or Class B Certificates with an aggregate initial Certificate
Principal Balance of at least $1,000,000, and (B) with respect to the Residual
Certificates or Class X Certificates, the registered owner of the Residual
Certificates or Class X Certificates evidencing an aggregate Percentage Interest
of at least 50%. The Trustee may charge any Holder its standard wire transfer
fee for any payment made by wire transfer. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the offices
of the Trustee set forth in the notice of such final distribution sent by the
Trustee to all Certificateholders pursuant to Section 9.01 of the Standard
Terms.

         (f) (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment in full of all of the Regular Interests
therein and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Pooling REMIC Residual Interest.

             (2) Any amounts remaining in the Subaccounts on any Distribution
Date after all distributions required to be made by this Pooling and Servicing
Agreement have been made, and any amounts remaining in the Issuing REMIC after
payment in full of the Regular Interests therein and any administrative expenses
associated with the Trust, will be distributed to the Holders of the Issuing
REMIC Residual Interest.

Section 6.   [Reserved.]

Section 7.   Allocation of Writedown Amounts.

         On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Section 5 above, the Writedown Amount, if
any, shall be allocated on such Distribution Date in the following manner and in
the following order of priority:

                                       33
<PAGE>

                  (a) First, to the Class B-2 Subaccount, to be applied in
         reduction of the Adjusted Subaccount Principal Balance of such
         Subaccount, until the Adjusted Subaccount Principal Balance has been
         reduced to zero;

                  (b) Second, to the Class B-1 Subaccount, to be applied in
         reduction of the Adjusted Subaccount Principal Balance of such
         Subaccount, until the Adjusted Subaccount Principal Balance has been
         reduced to zero;

                  (c) Third, to the Class M-2 Subaccount, to be applied in
         reduction of the Adjusted Subaccount Principal Balance of such
         Subaccount, until the Adjusted Subaccount Principal Balance has been
         reduced to zero; and

                  (d) Finally, to the Class M-1 Subaccount, to be applied in
         reduction of the Adjusted Subaccount Principal Balance of such
         Subaccount, until the Adjusted Subaccount Principal Balance has been
         reduced to zero.

                  (e) Writedown Amounts allocated to the Class B-2, Class B-1,
         Class M-2 and Class M-1 Subaccounts pursuant to this Section 7 shall be
         allocated to the Class B-2, Class B-1, Class M-2 and Class M-1
         Certificates, respectively, until the Adjusted Certificate Principal
         Balance of each such Class has been reduced to zero.

Section 8.  Remittance Reports.

         (a) The Remittance Report for each Distribution Date shall identify the
following items, in addition to the items specified in Section 4.01 of the
Standard Terms:

         (1) the Interest Distribution Amount for each Class of the Certificates
         for such Distribution Date (which shall equal the Priority Interest
         Distribution Amount for the Corresponding Subaccount) and the Carryover
         Interest Distribution Amount, as well as any Writedown Interest
         Distribution Amount and any Carryover Writedown Interest Distribution
         Amount, for each Class of the Certificates for such Distribution Date,
         and the amount of interest of each such category to be distributed on
         each such Class based upon the Available Distribution Amount for such
         Distribution Date;

         (2) the amount to be distributed on such Distribution Date on each
         Class of the Certificates to be applied to reduce the Certificate
         Principal Balance of such Class (which will be equal to the amount to
         be allocated on such Distribution Date on the Corresponding Subaccount
         to be applied to reduce the Subaccount Principal Balance of such
         Subaccount), separately identifying any portion of such amount
         attributable to any prepayments, the amount to be distributed to reduce
         the Principal Distribution Shortfall Carryover Amount on each such
         Class based upon the Available Distribution Amount for such
         Distribution Date and separately identifying any Accelerated Principal
         Distribution Amount to be distributed on the Certificates, the Current
         Overcollateralization Amount and the Target Overcollateralization
         Amount.

         (3) the aggregate amount, if any, to be distributed on the Residual
         Certificates;

                                       34
<PAGE>

         (4) the amount of any Writedown Amounts to be allocated to reduce the
         Certificate Principal Balance of any Class of Subordinated Certificates
         (which will be equal to the amount of any Writedown Amount to be
         allocated to the Corresponding Subaccount) on such Distribution Date;

         (5) the Certificate Principal Balance of each Class of the Certificates
         (which will be equal to the Subaccount Principal Balance of the
         Corresponding Subaccount) and the Adjusted Certificate Principal
         Balance of each Class of the Offered Subordinated Certificates (which
         will be equal to the Adjusted Subaccount Principal Balance of the
         Corresponding Subaccount) after giving effect to the distributions to
         be made (and any Writedown Amounts to be allocated) on such
         Distribution Date;

         (6) the aggregate Interest Distribution Amount remaining unpaid, if
         any, and the aggregate Carryover Interest Distribution Amount remaining
         unpaid, if any, for each Class of Certificates (which will be equal to
         the Priority Interest Distribution Amount and Carryover Interest
         Distribution Amount remaining unpaid on the Corresponding Subaccount),
         after giving effect to all distributions to be made on such
         Distribution Date;

         (7) the aggregate Writedown Interest Distribution Amount remaining
         unpaid, if any, and the aggregate Carryover Writedown Interest
         Distribution Amount remaining unpaid, if any, for each Class of
         Certificates (which will be equal to such amounts remaining unpaid on
         the Corresponding Subaccount), after giving effect to all distributions
         to be made on such Distribution Date; and

         (8) the aggregate Principal Distribution Shortfall Carryover Amount
         remaining unpaid, if any, for each Class of Certificates, after giving
         effect to the distributions to be made on such Distribution Date.

         In the case of information furnished pursuant to clauses (1), (2) and
(3) above, the amounts shall be expressed, with respect to any Class A, Class M
or Class B Certificate, as a dollar amount per $1,000 denomination.

         (b) In addition to mailing a copy of the related Remittance Report to
each Certificateholder on each Distribution Date in accordance with Section 4.01
of the Standard Terms, on each Distribution Date, the Trustee shall mail a copy
of the related Remittance Report to the Underwriters (to the attention of the
person, if any, reported to the Trustee by the Underwriters) and to The
Bloomberg (to the address and to the person, if any specified to the Trustee by
Credit Suisse First Boston Corporation). The Trustee shall not be obligated to
mail any Remittance Report to The Bloomberg unless and until Credit Suisse First
Boston Corporation shall have notified the Trustee in writing of the name and
address to which such reports are to be mailed, which notice, once delivered,
will be effective for all Distribution Dates after the date such notice is
received by the Trustee unless and until superseded by a subsequent notice.

                                       35
<PAGE>

Section 9.  Limited Right of Servicer to Retain Servicing Fees from Collections.

         The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account; provided, however, that OAC as Servicer may only so retain
its Servicing Fee in respect of a Distribution Date from gross interest
collections on the Assets to the extent that the amounts on deposit in the
Certificate Account and attributable to the Available Distribution Amount for
such Distribution Date exceed the sum of all amounts to be allocated and
distributed on such Distribution Date pursuant to clauses (i) through (xi) under
Section 5(b) hereof.

Section 10.  Modifications of Standard Terms.

         The following modifications to the Standard Terms shall be in effect
with respect to this Trust only.

         (a) Section 1.01 of the Standard Terms is hereby amended as follows:

                  (i)  the definition of "Available Distribution Amount" is
                       hereby amended by deleting the definition thereof and
                       replacing such definition in its entirety as follows:

                           "Available Distribution Amount": For each
                  Distribution Date for a Series of Certificates, the amount on
                  deposit in the related Distribution Account at the
                  commencement of business on such Distribution Date, less the
                  amounts distributable from the Distribution Account in
                  accordance with clauses (1) through (4) of Section 4.03(a)
                  hereof and the Interest Deficiency Amount or portion thereof,
                  if any, paid from collections on the preceding Distribution
                  Date.

                  (ii) sub-section (e) to the definition of "Mortgage Loan
                       Documents" is hereby amended by deleting the definition
                       thereof and replacing such definition in its entirety as
                       follows:

                            (e) an original Title Insurance Policy or, if such
                  policy has not yet been issued or is otherwise not available,
                  (1) a written commitment to issue such policy issued by the
                  applicable title insurance company and an officer's
                  certificate of the related Seller certifying that all of the
                  requirements specified in such commitment have been satisfied,
                  (2) a preliminary title report if the related Mortgaged
                  Property is located in a state in which preliminary title
                  reports are acceptable evidence of title insurance, (3) a
                  certificate of an officer of the Seller certifying that a
                  Title Insurance Policy is in full force and effect as to the
                  related Mortgage and that such Title Insurance Policy is
                  freely assignable to and will inure to the benefit of the
                  Trustee (subject to recordation of the related Assignment of
                  Mortgage) or (4)

                                       36
<PAGE>

                  an Opinion of Counsel with respect to the title of the related
                  Mortgaged Property;

                  (iii)  the definition of "Principal Distribution Amount" is
                         hereby amended by adding the phrase "less (e) the
                         Overcollateralization Reduction Amount" after the final
                         parenthetical therein.

                  (iv)   the definition of "Interest Accrual Period" is hereby
                         amended by deleting the definition thereof and
                         replacing such definition in its entirety as follows:

              "Interest Accrual Period": With respect to each Distribution Date
                         (i) for the Class A-1 Certificates, the period
                         commencing on the 15th day of the preceding month
                         through the 14th day of the month in which such
                         Distribution Date occurs (except that the first
                         Interest Accrual Period for the Class A-1 Certificates
                         will be the period from the Closing Date through April
                         16, 2000) and (ii) for the Class A-2, Class A-3, Class
                         A-4, Class A-5, Class M and Class B Certificates, the
                         calendar month preceding the month in which the
                         Distribution Date occurs. Interest on the Class A-1
                         Certificates will be calculated on the basis of a
                         360-day year and the actual number of days elapsed in
                         the applicable Interest Accrual Period. Interest on the
                         Class A-2, Class A-3, Class A-4, Class A-5, Class M-1,
                         Class M-2, Class B-1 and Class B-2 Certificates will be
                         computed on the basis of a 360-day year consisting of
                         twelve 30-day months.

                  (v)    the definition of "Record Date" is hereby amended by
                         deleting the definition thereof and replacing such
                         definition in its entirety as follows:

                              "Record Date": With respect to each Distribution
                         Date, (i) for the Class A-1 Certificates, the Business
                         Day immediately preceding such Distribution Date, and
                         (ii) with respect to all other Classes of Certificates,
                         the last Business Day of the month immediately
                         preceding the month in which such Distribution Date
                         occurs.

         (b) Section 2.03(c)(1)(G) of the Standard Terms is hereby deleted in
its entirety and replaced by the addition of the following:

                  (G) if any of a Title Insurance Policy, certificate of title
             insurance or a written commitment to issue a Title Insurance Policy
             is delivered, such policy, certificate or written commitment is for
             an amount not less than at least 95% of the original principal
             amount of the related Mortgage Note and such Title Insurance Policy
             insures that the related Mortgage creates a first lien, senior in
             priority to all other deeds of trust, mortgages, deeds to secure
             debt, financing statements and security agreements and to any
             mechanics' liens, judgment liens or writs of attachment (or if the
             Title Insurance Policy or certificate of title insurance

                                       37
<PAGE>


             has not been issued, the written commitment for such insurance
             obligates the insurer to issue such policy for an amount not less
             than at least 95% of the original principal amount of the related
             Mortgage Note).

         (c) Section 3.02(c) of the Standard Terms is hereby amended by adding
the following sentence to the end of such Section.

             The Servicer shall remit to the Trustee each month along with the
             Remittance Report a monthly data file identifying all collection
             activity for the related Collection Period on an Asset level basis
             (the Servicer may combine such data from various Trusts in one data
             file, as long as such data file allows the Trustee to identify
             Assets according to their Trust).

         (d) Section 5.05(a) of the Standard Terms is hereby amended by the
addition of the following to the end of the first paragraph thereof:

         "Notwithstanding the foregoing, no Rule 144A Agreement, Transferee
             Agreement or Opinion of Counsel shall be required in connection
             with any Class B-2 Certificate and the transfer restrictions
             contained below shall apply to the acquisition, holding and
             disposition of all such Class B-2 Certificates by the Beneficial
             Owners thereof.

                              TRANSFER RESTRICTIONS

         The B-2 Certificates have not been registered under the Securities Act
and may not be offered or sold within the United States or to, for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities
Act) except to qualified institutional buyers in reliance on the exemption from
the registration requirements of the Securities Act provided by Rule 144A.

         Each purchaser of the B-2 Certificates will be deemed to have
represented and agreed as follows (terms used in this paragraph that are defined
in Rule 144A or Regulation S under the Securities Act are used herein as defined
therein):

         (1) the purchaser (A) is a qualified institutional buyer ("QIB"), (B)
is aware that the sale to it is being made in reliance on Rule 144A and (C) is
acquiring such B-2 Certificates for its own account or for the account of a QIB.

         (2) the purchaser understands that the B-2 Certificates are being
offered in a transaction not involving any public offering in the United States
within the meaning of the Securities Act, that the B-2 Certificates have not
been and will not be registered under the Securities Act and that (A) if in the
future it decides to offer, resell, pledge or otherwise transfer any of the B-2
Certificates such B-2 Certificates may be offered, resold, pledged or otherwise
transferred only (i) in the United States to a person whom the seller reasonably
believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144A(if available) or (iii) pursuant to an effective registration statement
under the Securities Act, in each of cases (i) through (iii) in accordance with
any applicable securities laws of


                                       38
<PAGE>


any State of the United States, and that (B) the purchaser will, and each
subsequent holder is required to, notify any subsequent purchaser of such B-2
Certificates from it of the resale restrictions referred to in (A) above.

         (3) The purchaser understands that the B-2 Certificates will, until the
expiration of the applicable holding period with respect to the B-2 Certificates
set forth in clause (k) of Rule 144 promulgated under the Securities Act, unless
otherwise agreed by the Company and the Certificateholder, bear a legend
substantially to the following effect:

THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR THE EXEMPTION THEREFROM
PROVIDED BY RULE 144A THEREUNDER. EACH PURCHASER OF THIS CERTIFICATE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS CERTIFICATE IS RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.

THE HOLDER OF THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS CERTIFICATE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT. IN EACH OF CASES (I) THROUGH (III) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.

         (e) Section 6.03 of the Standard Terms is hereby amended by the
addition of the following Subsection 6.03 (i) thereof:

                  (i) Within 30 calendar days following the Closing Date, the
                  Servicer shall submit to the Trustee a questionnaire regarding
                  its servicing operations, completed to the reasonable
                  satisfaction of the Trustee. The Servicer shall permit the
                  Trustee to perform a review of the Servicer's servicing
                  operations at least once per calendar year. The Servicer
                  agrees to develop a backup servicing plan with the Trustee
                  within 90 calendar days following the Closing Date that will
                  address information and resource considerations necessary to
                  effectively transfer servicing in

                                       39
<PAGE>



                  accordance with Section 7.02 hereof, which plan may be amended
                  by the Servicer and the Trustee from time to time.

         (f) Section 7.02 of the Standard Terms is hereby amended by deleting
the sixth sentence thereof in its entirety and replacing it with the following:

             Notwithstanding any of the foregoing, the successor Servicer shall
             not be required to purchase any Assets from the Trust pursuant to
             these Standard Terms (including, without limitation, any repurchase
             required by Section 3.09(a) hereinabove) except (i) under Section
             2.06(a)(2) hereof to the extent the obligation to repurchase arose
             out of a breach of a representation, warranty or covenant by the
             successor Servicer and (ii) under Section 2.06(b) hereof to the
             extent the Servicer's obligation to effect remedial action as
             described in such Section arose after the successor Servicer began
             serving as Servicer.

         (g) Section 8.01 of the Standard Terms is hereby amended by the
addition of the words "as Trustee" between the words "services" and "hereunder"
in the last paragraph thereof.

         (h) Section 8.01 of the Standard Terms is hereby amended by the
addition of the following Subsection 8.01 (f) thereof:

                  (f) The Trustee is entitled to seek direction from
         Certificateholders prior to taking any action contemplated hereunder.

Section 11.  REMIC Administration.

         (a) For purposes of the REMIC Provisions, all of the Certificates
(except the Residual Certificates) will be designated as the "regular interests"
in the Issuing REMIC. The Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 11(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.

         (b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee shall issue to such Holder two separately transferable, certificated
and fully registered Certificates (a Class R-1 Certificate and a Class R-2
Certificate), in substantially the forms of Exhibit R-1 and Exhibit R-2 attached
hereto. In the event that the Class R Certificates are exchanged for separately
transferrable Class R-1 and Class R-2 Certificates: (1) the Class R-1
Certificates will be designated as the residual interest in the Issuing REMIC,
(2) the Class R-2 Certificates will be designated as the residual interest in
the Pooling REMIC, and (3) the restrictions on the transfer of a Residual
Certificate provided in the Standard Terms will apply to both the Class R-1 and
the Class R-2 Certificates.

                                       40
<PAGE>

Section 12.  Auction Call.

         (a) If the Servicer does not exercise its optional termination right as
described in Section 9.01 of the Standard Terms within 90 days after it first
becomes entitled to do so, the Trustee shall use commercially reasonable efforts
to solicit bids for the purchase of all Assets, REO Properties and Repo
Properties remaining in the Trust from no fewer than two prospective purchasers
that it believes to be Qualified Bidders. If OAC is then the Servicer of the
Assets, the solicitation of bids shall be conditioned upon the continuation of
OAC as the servicer of the Assets on terms and conditions substantially similar
to those in the Pooling and Servicing Agreement, except that it shall not be
required to pay Compensating Interest or make Advances.

         (b) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
the Assets, REO Properties and Repo Properties either (i) to the Servicer, if it
shall so elect, or (ii) to the highest bidder, and in either case the Trustee
shall distribute the net proceeds of such sale in redemption of the Certificates
in compliance with Article IX of the Standard Terms and Section 5 hereof. Any
such sale must also comply with the requirements applicable to a Terminating
Purchase set forth in Section 9.02 of the Standard Terms.

         (c) Any costs incurred by the Trustee in connection with such sale
(including without limitation any legal opinions or consents required by Section
9.02 of the Standard Terms) shall be deducted from the bid price of the Assets,
REO Properties and Repo Properties in determining the net proceeds therefrom.

         (d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price, it shall not sell the Assets, REO Properties
and Repo Properties, and shall thereafter have no obligation to attempt to sell
same.

         (e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.

Section 13.  Voting Rights.

         The Voting Rights applicable to the Certificates shall be allocated
0.5% to the Class R Certificates, 0.5% to the Class X Certificates and 99% to
the other Certificates in proportion with their respective Certificate Principal
Balance.

Section 14.  Determination of One-Month LIBOR.

         (a) The Class A-1 Certificates will be entitled to receive on each
Distribution Date interest distributions at the Pass-Through Rate for such Class
as specified in Section 3 hereof.

                                       41
<PAGE>

         (b)   With respect to the Class A-1 Certificates, One-Month LIBOR shall
be determined as follows:

               On each Floating Rate Determination Date, the Servicer will
         determine the arithmetic mean of the London Interbank Offered Rate
         ("LIBOR") quotations for one-month Eurodollar deposits ("One-Month
         LIBOR") for the succeeding Interest Accrual Period for the Class A-1
         Certificates on the basis of the Reference Banks' offered LIBOR
         quotations provided to the Servicer as of 11:00 a.m. (London time) on
         such Floating Rate Determination Date. As used herein with respect to a
         Floating Rate Determination Date, "Reference Banks" means leading banks
         engaged in transactions in Eurodollar deposits in the international
         Eurocurrency market (i) with an established place of business in
         London, (ii) whose quotations appear on the Bloomberg Screen US0001M
         Index Page on the Floating Rate Determination Date in question and
         (iii) which have been designated as such by the Servicer and are able
         and willing to provide such quotations to the Servicer on each Floating
         Rate Determination Date; and "Bloomberg Screen US0001M Index Page"
         means the display designated as page "US0001M on the Bloomberg
         Financial Markets Commodities News (or such other pages as may replace
         such page on that service for the purpose of displaying LIBOR
         quotations of major banks). If any Reference Bank should be removed
         from the Bloomberg Screen US0001M Index Page or in any other way fails
         to meet the qualifications of a Reference Bank, the Servicer may, in
         its sole discretion, designate an alternative Reference Bank.

               On each Floating Rate Determination Date, One-Month LIBOR for the
         next succeeding Interest Accrual Period for the Class A-1 Certificates
         will be established by the Servicer as follows:

               (i) If, on any Floating Rate Determination Date, two or more of
               the Reference Banks provide offered One-Month LIBOR quotations on
               the Bloomberg Screen US0001M Index Page, One-Month LIBOR for the
               next Accrual Period for the Class A-1 Certificates will be the
               arithmetic mean of such offered quotations (rounding such
               arithmetic mean if necessary to the nearest five decimal places).

               (ii) If, on any Floating Rate Determination Date, only one or
               none of the Reference Banks provides such offered One-Month LIBOR
               quotations for the next applicable Interest Accrual Period,
               One-Month LIBOR for the next Accrual Period for the Class A-1
               Certificates will be the higher of (x) One-Month LIBOR as
               determined on the previous Floating Rate Determination Date and
               (y) the Reserve Interest Rate. The "Reserve Interest Rate" will
               be the rate per annum that the Servicer determines to be either
               (A) the arithmetic mean (rounding such arithmetic mean if
               necessary to the nearest five decimal places) of the one-month
               Eurodollar lending rate that New York City banks selected by the
               Servicer are quoting, on the relevant Floating Rate Determination
               Date, to the principal London offices of at least two leading
               banks in the London interbank market or (B) in the event that the
               Servicer can determine no such arithmetic mean, the lowest
               one-month Eurodollar lending rate that the New York City banks
               selected by the Servicer are quoting on such Floating Rate
               Determination Date to leading European banks.

                                       42
<PAGE>

               (iii) If, on any Floating Rate Determination Date, the Servicer
               is required but is unable to determine the Reserve Interest Rate
               in the manner provided in paragraph (ii) above, One-Month LIBOR
               for the next applicable Interest Accrual Period will be One-Month
               LIBOR as determined on the previous Floating Rate Determination
               Date.

         Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual
Period shall not be based on One-Month LIBOR for the previous Interest Accrual
Period on the Class A-1 Certificates for two consecutive Floating Rate
Determination Dates. If, under the priorities described above, One-Month LIBOR
for an Interest Accrual Period on the Class A-1 Certificates would be based on
One-Month LIBOR for the previous Floating Rate Determination Date for the second
consecutive Floating Rate Determination Date, the Servicer shall select an
alternative index (over which the Servicer has no control) used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent third party.

         The establishment of One-Month LIBOR (or an alternative index) by the
Servicer and the Servicer's subsequent calculation of the Pass-Through Rate on
the Class A-1 Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding.

Section 15.  Governing Law.

         The Pooling and Servicing Agreement shall be construed in accordance
with and governed by the laws of the State of North Carolina applicable to
agreements made and to be performed therein. The parties hereto agree to submit
to the personal jurisdiction of all federal and state courts sitting in the
State of North Carolina and hereby irrevocably waive any objection to such
jurisdiction. In addition, the parties hereto hereby irrevocably waive any
objection that they may have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any federal or state
court sitting in the State of North Carolina, and further irrevocably waive any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

Section 16.  Forms of Certificates.

         Each of the Schedules and Exhibits attached hereto or referenced herein
are incorporated herein by reference as contemplated by the Standard Terms. Each
Class of Certificates shall be in substantially the related form attached
hereto, as set forth in the Index to Schedules and Exhibits attached hereto.

Section 17.  Counterparts.

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


                                       43
<PAGE>


Section 18.   Entire Agreement.

         This Pooling and Servicing Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.



                                       44
<PAGE>


         IN WITNESS WHEREOF, OMI, the Servicer and the Trustee have caused this
Pooling and Servicing Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.


                                       OAKWOOD MORTGAGE INVESTORS, INC.


                                       By: /s/ Dennis W. Hazelrigg
                                          -----------------------------
                                       Name: Dennis W. Hazelrigg
                                       Title:  President



                                       OAKWOOD ACCEPTANCE CORPORATION


                                       By: /s/ Douglas R. Muir
                                          ----------------------------
                                       Name:  Douglas R. Muir
                                       Title:  Vice President



                                       CHASE MANHATTAN TRUST COMPANY,
                                       NATIONAL ASSOCIATION,
                                           as Trustee


                                       By: /s/ Judy A. Wisniewski
                                          -----------------------------
                                       Name: Judy A. Wisniewski
                                       Title: Assistant Vice President


                                       45
<PAGE>



STATE OF ARIZONA           )
                           )   s.
COUNTY OF MARICOPA         )


     The foregoing instrument was acknowledged before me in the County of
Maricopa this 27th day of March 2000 by Dennis W. Hazelrigg, President of
Oakwood Mortgage Investors, Inc., a Nevada corporation, on behalf of the
corporation.


                                                 /s/ Vicki Saveski
                                                 ------------------
                                                 Notary Public

My Commission expires:  November 17, 2003
                     --------------------



                                       46
<PAGE>





STATE OF NORTH CAROLINA    )
                           )   s.
COUNTY OF GUILFORD         )


     The foregoing instrument was acknowledged before me in the County of
Guilford this 27th day of March 2000 by Douglas R. Muir, Vice President of
Oakwood Acceptance Corporation, a North Carolina corporation, on behalf of the
corporation.



                                                      /s/ Dena E. Bailey
                                                      ---------------------
                                                      Notary Public

My Commission expires:   November 30, 2000
                      --------------------



                                       47
<PAGE>





COMMONWEALTH OF PENNSYLVANIA         )
                                     )   s.
CITY OF PHILADELPHIA                 )


     The foregoing instrument was acknowledged before me in the City of
Philadelphia, this 28th day of March 2000, by Judy Wisniewski, Assistant Vice
President of Chase Manhattan Trust Company, National Association, a national
banking association, on behalf of the association.


                                                    /s/ Caroline N. Hunter
                                                    -------------------------
                                                    Notary Public

My Commission expires:  June 10, 2002
                      ----------------



                                       48
<PAGE>


         INDEX TO SCHEDULES AND EXHIBITS


Schedule IA                Contract Schedule
Schedule IB                Mortgage Loan Schedule
Exhibit A-1                Form of Class A-1 Certificate
Exhibit A-2                Form of Class A-2 Certificate
Exhibit A-3                Form of Class A-3 Certificate
Exhibit A-4                Form of Class A-4 Certificate
Exhibit A-5                Form of Class A-5 Certificate
Exhibit M-1                Form of Class M-1 Certificate
Exhibit M-2                Form of Class M-2 Certificate
Exhibit B-1                Form of Class B-1 Certificate
Exhibit B-2                Form of Class B-2 Certificate
Exhibit  X                 Form of Class  X  Certificate
Exhibit  R                 Form of Class  R  Certificate




                                       49