12312001 Form 10-K Exhbit 10.146




                                            Exhibit 10.146




This Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2001
is executed between E*TRADE Bank, a federally chartered savings batik with
offices at 671 North Glebe Road, Arlington, Virginia 22203 as Purchaser (the
"Purchaser"), and E-LOAN, Inc. as seller and servicer (the "Seller").

WHEREAS, the Purchaser desires to purchase from the Seller and the Seller
desires to sell to the Purchaser, from tune to time, certain Mortgage Loans as
specified in the related Mortgage Loan Schedule attached hereto as Exhibit A,
pursuant to the terms of a related letter agreement by and between the Seller
and the Purchaser and attached hereto (the "Purchase Price and Terms
letter");

WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust
or other security instrument creating a first or second lien on a residential
dwelling located in the jurisdiction indicated on the related Mortgage Loan
Schedule; and

WHEREAS, the Purchaser arid the Seller wish to prescribe the representations
and warranties of the Seller with respect to itself and the Mortgage Lows; NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Purchaser and the Seller agree
as follows:



	

DEFINITIONS

	Defined Terms.



Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meaning specified in this
Article:

Agreement:  This Mortgage Loan Purchase and Sale Agreement including all
exhibits hereto, amendments hereof and supplements hereto.

Appraised Value:  The value set forth in an appraisal made in connection with
the origination of the related Mortgage Loan as the value of the Mortgaged
Property.

Assignment:  Art assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
or transfer of the Mortgage Loan.

Business Day:  Any day other than:  (i) a Saturday or Sunday.  or (ii) a
legal holiday in the Commonwealth of Virginia or (iii) a day on which banks in
the Commonwealth of Virginia are authorized or obligated by law or executive
order to be closed.

Closing Date:  The date or dates, set forth in the Purchase Price and Terms
letter, on which, from time to time, the Purchaser shall purchase and the Seller
shall sell the Mortgage Loans listed on the related Mortgage Loan Schedule.

Code:  The Internal Revenue Code of 1986, as amended.

Combined LTV:  With respect to any Mortgage Loan that creates a second
priority lien, the combined LTV of the first and second Mortgage Loans.

Convertible Mortgage Loan :  Any individual adjustable rate Mortgage Loan
purchased pursuant to this Agreement which contains a provision whereby the
Mortgagor is permitted to convert the Mortgage Loan to a fixed rate Mortgage
Loan in accordance with the terms of the related Mortgage Note.

Credit Score:  The credit score for each Mortgage Loan shall be the minimum
of two credit bureau scores obtained at origination or such other tune by the
Seller.  If two credit bureau scores are obtained, the Credit Score will be the
lower score.  If three credit bureau scores are obtained, the Credit Score will
be the middle of the three.  When there is more than one applicant, the lowest
of the applicants Credit Scores will be used.  There is only one (1) score for
any loan regardless of the number of borrowers and/or applicants.  The minimum
Credit Score for all Mortgage Loans will be in accordance with the Underwriting
Guidelines (as defined below).

Cut off Date:  The first day of the month in which the related Closing Date
occurs, or such other date as shall be specified in the Purchase Price and Terms
Letter.

Due Date:  The day of the month on which the Monthly Payment is due on a
Mortgage Loan, exclusive of any days of grace.

FDIC:  The Federal Deposit Insurance Corporation, or any successor
thereto.

FHLMC:  The Federal Rome Loan Mortgage Corporation, or any successor
thereto.

FHLMC Guides:  The FHLMC Seller/Servicers' Guide and all amendments or
additions thereto

Fidelity Bond:  A fidelity bond to be maintained by the Seller.

FIRREA:  The Financial Institutions Reform, Recovery, and Enforcement Act of
1989,

FNMA:  The Federal National Mortgage Association, or any successor
thereto.

FNMA Guides:  The FNMA Seller/Servicers' Guide and all amendments or
additions thereto.

GAAP:  Generally accepted accounting procedures, consistently applied.

Gross Margin:  With respect to each adjustable rate Mortgage Loan, the fixed
percentage amount Set forth in the related Mortgage Note to be added to the
applicable Index to determine the Mortgage Interest Rate.

HUD:  The United States Department of Housing aid Urban Development or any
successor.

Index:  A rate per annum set forth on the applicable Mortgage Loan
Schedule.

Insurance Proceeds:  With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged
Property.

Interest Rate Adjustment Date:  With respect to each adjustable rate Mortgage
Loan, the date, specified in the related Mortgage Note and the related Mortgage
Loan Schedule, on which the Mortgage Interest Rate is adjusted.

Lender Paid Mortgage Insurance Policy Program:  Any Mortgage Loan
underwritten with an LTV greater than 80.01% and less than 95% in which the
owner of such Mortgage Loan is responsible for the premiums associated with the
mortgage insurance policy.

Loan-to-Value Ratio or LTV:  With respect to any Mortgage Loan, the ratio of
the original outstanding principal amount of the Mortgage Loan, to (i) the
Appraised Value of the Mortgaged Property at origination with respect to a
Refinanced Mortgage Loan, and (ii) the lesser of the Appraised Value of the
Mortgaged Property at origination or the purchase price of the Mortgaged
Property with respect to all other Mortgage Loans.  The Loan-to-Value Ratio as
of any date other than the date of origination shall be the then outstanding
principal balance of the Mortgage Loan divided by (i) the Appraised Value of the
Mortgaged property at origination with respect to a Refinanced Mortgage Loan,
and (ii) the lesser of the Appraised Value of the Mortgaged Property at
origination or the purchase price of the Mortgaged Property, with respect to all
other Mortgage Loans.

Maximum Mortgage Interest Rate:  The maximum annual rate at which interest
accrues on any adjustable rate Mortgage Loan in accordance with the provisions
of the related Mortgage Note.

Minimum Mortgage Interest Rate:  The minimum annual rate at which interest
accrues on any adjustable rate Mortgage Loan in accordance with the provisions
of the related Mortgage Note.

Monthly Payment:  The scheduled monthly payment of principal and interest on
a Mortgage Loan which is payable by a Mortgagor under the related Mortgage
Note.

Mortgage:  The mortgage, deed of trust or other instrument securing a
Mortgage Note which creates a first or second lien on an unsubordinated estate
in fee simple in real property securing the Mortgage Note; except that with
respect to real property located in jurisdictions in which the use of leasehold
estates for residential properties is a widely accepted practice, the mortgage,
deed of trust or other instrument securing the Mortgage Note may secure and
create a first or second lien upon a leasehold estate of the Mortgagor.

Mortgage File:  The mortgage documents pertaining to a particular Mortgage
Loan which are specified in Exhibit B hereto and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Interest Rate:  The annual rate at which interest accrues on any
Mortgage Loan in accordance with the provisions of the related Mortgage Note,
which shall be adjusted from time to tine with respect to adjustable rate
Mortgage Loans.

Mortgage Interest Rate Cap:  With respect to an adjustable rate Mortgage
Loan, the limit on each Mortgage Interest Rate adjustment as set forth in the
related Mortgage Note.

Mortgage Loan:  An individual Mortgage Loan which is the subject of this
Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the applicable Mortgage Loan Schedule, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Insurance
Proceeds, and all other rights, benefits, proceeds and obligations arising from
or in connection with such Mortgage Loan.

Mortgage Loan Documents:  The documents listed in Exhibit B.

Mortgage Loan Schedule:  The schedule of Mortgage Loans annexed hereto as
Exhibit A for the related pool of Mortgage Loans.  such schedule setting forth
the following information, and/or such other information as the parties may
mutually agree upon in writing, with respect to each Mortgage Loan in the
related Mortgage Loan pool:

(1)the Seller's Mortgage Loan identifying number;

(2)the Mortgagor's name;

(3)the street address of the Mortgaged Property including the state and
zip code;

(4)a code indicating whether the Mortgaged Property is owner occupied
(i.e., primary residence, second residence, investor property);

(5)the type of residential property constituting the Mortgaged
Property;

(6)the original months to maturity or the remaining months to maturity
from the applicable Cut-off Date, in any case based on the original amortization
schedule and, if different, the maturity expressed in the same manner but based
on the actual amortization schedule;

(7)the Loan-to-Value Ratio at origination and at the applicable Cut-off
Date;

(8)the Mortgage Interest Rate at origination;

(9)the Mortgage Interest Rate as of the applicable Cut-off Date;

(10)the stated maturity date;

(11)the amount of the Monthly Payment as of the applicable Cut-off
Date;

(12)the original principal amount of the Mortgage Loan.;

(13)the principal balance of the Mortgage Loan as of the close of
business on the applicable Cut-off Date, after deduction of payments of
principal due on or before such Cut-off Date, whether or not collected;

(14)a code indicating the purpose of the Mortgage Loan (i.e., purchase,
rate and term refinance, equity take out refinance);

(15)a code indicating the documentation style (i.e,, full, alternative or
reduced);

(16)the number of times during the twelve (12) month period preceding the
applicable Closing Date that any Monthly Payment has been received thirty, (30)
or more days after its Due Date;

(17)the date on which the first payment is due;

(18)with respect to adjustable rate Mortgage Loans, the initial Interest
Rate Adjustment Date;

(19)with respect to adjustable rate Mortgage Loans, the next interest
Rate Adjustment Date;

(20)with respect to adjustable rate Mortgage Loans, the Gross Margin;

(21)with respect to adjustable rate Mortgage Loans, the Maximum Mortgage
Interest Rate under the terns of the Mortgage Note;

(22)with respect to adjustable rate Mortgage Loans, the Minimum Mortgage
Interest Rate under the terms of the Mortgage Note;

(23)with respect to adjustable rate Mortgage Loans, a code indicating the
type of Index;

(24)a code indicating whether the Mortgage Loan is a Convertible Mortgage
Loan;

(25)a code indicating whether or not the Mortgage Loan is the subject of
Primary Mortgage Insurance or Lender Paid Mortgage Insurance Policy;

(26)a code indicating the issuer of any related Primary Mortgage
Insurance Policy;

(27)a code indicating the Credit Score of the Mortgagor;

(28)the Primary Mortgage Insurance certificate number, if applicable;

(29)the primary Mortgage Insurance and Lender Paid Mortgage Insurance
coverage percentage, if applicable;

(30)a code indicating whether or not the Mortgage Loan is the subject of
a Prepayment Penalty as well as the terms of the prepayment penalty;

(31)A code indicating whether the Mortgage Loan is a first or second lien
on the Mortgaged Property;

(32)The purchase price of the specific Mortgage Loan; and

(33)The periodic rate cap with respect to such Mortgage Loan.

With respect to the aggregate Mortgage Loans in the pool, the related
Mortgage Loan Schedule shall set forth the following information, as of the
applicable Cut-off late:

(1)the number of Mortgage Loans;

(2)the current aggregate outstanding principal balance of the Mortgage
Loans;

(3)the weighted average Mortgage Interest Rate of the Mortgage Loans;
and

(4) the weighted average maturity of the Mortgage Loans.

Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor
secured by a M Mortgage,

Mortgaged Property:  The underlying real property securing repayment of a
Mortgage Note, consisting of a single parcel of real estate considered to be
real estate under the laws of the State in which such real property is located,
which may include condominium units and planned unit developments, improved by a
residential dwelling; except that with respect to real property located in
jurisdictions in which the use of leasehold estates for residential properties
is a widely accepted practice, a leasehold estate of the Mortgagor, the term of
which is equal to or longer than the term of the Mortgage.

Mortgagor:  The obligor on a Mortgage Note.

OCC:  Office of the Comptroller of the Currency, its successors and
assigns.

Person:  Any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

Prepayment Penalty:  With respect to each Mortgage Loan, the penalty if the
Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or
Mortgage.

Primary Mortgage Insurance Policy:  Each primary policy of mortgage insurance
represented to be in effect pursuant to Section 3.02(ee).

Prime Rate:  The prime rate announced to be in effect from time to time as
published as the average rate in the Wall Street Journal (Northeast Edition).


Purchase Price:  The price paid on the applicable Closing Date by the
Purchaser to the Seller in exchange for the Mortgage Loans purchased on such
Closing Date as calculated in Section 2.02 of this Agreement.

Purchase Price and Terms Letter:  As defined in the Recitals of this
Agreement.

Purchase Price Premium:  the excess of the Purchase Price over par, as
applicable.

Purchaser:  E*Trade Bank, its successors in interest and assigns.

Qualified Appraiser:  An appraiser who had no interest, direct or indirect in
the Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and such appraiser and the appraisal made by such appraiser both satisfy
the requirements set forth in the FNMA or FHLMC Guides and in Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the
Mortgage Loan was originated.

Qualified Insurer:  An insurance company duly qualified as such under the
laws of the states in which the Mortgaged Properties are located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, approved as an insurer by FNMA and
FHLMC and whose claims paying ability is rated in the two highest rating
categories by the Standard & Poor's Ratings Services, Moody's Investors
Service, Inc.  and Fitch Investors Service, Inc.  with respect to primary
mortgage insurance and in the two highest rating categories for general
policyholder rating and financial performance index rating by Best's with
respect to hazard and flood insurance.

Rating Agencies:  Standard & Poor's Ratings Services, a Division of
McGraw Hill Companies, Inc.  or, in the event that ownership of the Mortgage
Loans is evidenced by mortgage backed securities, the nationally recognized -
rating agencies issuing ratings with respect to such securities, if any.

Reconstitution:  As defined in Section 5.16.

Reconstitution Agreement:  As defined in Section 5.14.

Refinanced Mortgage Loan:  A Mortgage Loan (including an Equity Take Out
Refinanced Mortgage Loan) which was made to a Mortgagor who owned the Mortgaged
Property prior to the origination of such Mortgage Loan and the proceeds of
which were used in whole or part to satisfy an existing mortgage.

REMIC:  A "real estate mortgage investment conduit," as such term is defined
in the Code.

Repurchase Price:  With respect to any Mortgage Loan, a price equal to (i)
the unpaid principal balance ("UPB'') of the Mortgage Loan on the date of
repurchase, plus (ii) interest on such outstanding principal balance at the
Mortgage Interest Rate from The last date through which interest has been paid
and distributed to the Purchaser through the last day of the month of
repurchase, plus (iii) the Purchase Price premium, if any, multiplied by the UPB
on the date of repurchase, plus (iv) third party expenses incurred in connection
with the transfer of the Mortgage Loan being repurchased

SAIF:  The Savings Association Insurance Fund, or any successor thereto.

Seller; the Seller stated on the cover page of this Agreement, or any
successor thereto pursuant to the terms hereof.

Stated Principal Balance:  As to each Mortgage Loan as of any date of
determination, (i) the principal balance of such Mortgage Loan at the applicable
Cut-off Date after giving effect to payments of principal due on or before such
date, whether or not received, minus (ii) all amounts previously distributed to
the Purchaser with respect to the Mortgage Loan representing payments or
recoveries of principal or advances in lieu thereof.

Underwriting Guidelines:  The underwriting guidelines of the Seller as
approved by Purchaser, in effect at the time of origination of the related
Mortgage Loans, a copy of which is attached as Exhibit C hereto.  Any amendments
to the 'Underwriting Guidelines shall be attached to the applicable Purchase
Price and Terms Letter.


	

PURCHASE OF MORTGAGE LOANS; RECORD TITLE AND POSSESSION
OF

MORTGAGE FILES;

BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS

	Agreement to Purchase.

The Seller agrees to sell and the Purchaser agrees to purchase from time to
tune the Mortgage Loans having an aggregate principal balance on the applicable
Cut-off bate in an amount as set forth in the related Purchase Price and Terns
Letter, or in such other amount as agreed by the Purchaser and the Seller as
evidenced by the actual aggregate principal balance of the Mortgage Loans
accepted by the Purchaser on the applicable Closing Date.  The Seller shall
deliver the related Mortgage Loan Schedule for the Mortgage Loans to be
purchased on the applicable Closing Date to the Purchaser at least four (4)
Business Days prior to such Closing Date.

	Purchase Price.

The Purchase Price for each Mortgage Loan shall be the percentage of par as
stated in the related Purchase Price arid Terms Letter (subject to adjustment as
provided therein), multiplied by the aggregate principal balance, as of the
applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage
Loan Schedule, after application of scheduled payments of principal due on or
before the applicable Cut-off Date, whether or not collected.  The initial
principal amount of the Mortgage Loans shall be the aggregate principal balance
of the Mortgage Loans, so computed as of the applicable Cut-off Date.  If so
provided in the related Purchase Price and Terms Letter, portions of the
Mortgage Loans shall be priced separately.

In addition to the Purchase Price as described above, the Purchaser shall
pay.  to the Seller; at closing, accrued interest on the current principal
amount of the Mortgage Loans as of the applicable Cut-off Date at the weighted
average Mortgage Interest Rate of the Mortgage Loans.  The Purchase Price plus
accrued interest as set forth in the preceding paragraph shall be paid to
Purchaser on the applicable Closing Date by wire transfer of immediately
available funds to an account specified in writing by the Purchaser,

The Purchaser shall be entitled to (1) all scheduled principal due after the
applicable Cut-off Date, (2) all other recoveries of principal collected on or
after such Cut-off Date (provided, however, that all scheduled payments of
principal due on or before such Cut-off Date and collected by the Seller or any
successor servicer after such Cut-off Date shall belong to the Seller), and (3)
all payments of interest on the Mortgage Loans (minus that portion of any such
payment which is allocable to the period prior to the applicable Cut-off Date).
The outstanding principal balance of each Mortgage Loan as of the applicable
Cut-off Date is determined after application of payments of principal due on or
before such Cut-off Date whether or not collected, together with any unscheduled
principal prepayments collected prior to such Cut-off Date; provided, however,
that payments of scheduled principal and interest prepaid for a Due Date beyond
the applicable Cut-off Date shall not be applied to the principal balance as of
such Cutoff Date, Such prepaid amounts shall be the property of the purchaser,
and shall be paid by the Seller to the Purchaser on the Closing Date as an
adjustment to the Purchase Price.

	Record Title and Possession of Mortgage Files

As of the applicable Closing Date, the Seller sells, transfers, sets over and
conveys the Mortgage Loans to the Purchaser, without recourse, and the Seller
hereby acknowledges that the Purchaser shall have subject to the terms of this
Agreement, all the right, title and interest of the Seller in and to the
Mortgage Loans.  The delivery of the Mortgage Files shall be made to the
Purchaser or its designee on the applicable Closing Date at the expense of the
Seller.  From the applicable Closing Date, the ownership of each related
Mortgage Loan, including the Mortgage Note, the

Mortgage, the contents of the related Mortgage File and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, shall be
vested in the Purchaser- All rights arising out of the Mortgage Loans including,
but not limited to, all funds received on or in connection with the Mortgage
Loans and all records or documents with respect to the Mortgage Loans prepared
by or which come into the possession of the Seller shall be received and held by
the Seller in trust for the benefit of the Purchaser as the owner of the
Mortgage Loans.

	Books and Records.

The sale of each Mortgage Loan has been reflected on the Seller's balance
sheet and other financial statements as a sale of assets by the Seller.

	Transfer of Mortgage Loans.

The Purchaser may sell and transfer one or more of the Mortgage Loans,
provided, however, that (i) the transferee will not be deemed to be a Purchaser
hereunder unless a copy of an Assignment, Assumption and Recognition of this
Agreement, mutually agreeable to the parties, executed by the transferee shall
have been delivered to the Seller.  The Purchaser also shall provide Seller with
advance written notice of the transfer.

	Examination of Mortgage Files; Delivery of Mortgage
Loan Documents.

Prior to or following each Closing Date (as mutually agreed upon by the
parties and specified in the applicable Purchase Price and Terms Letter), the
Seller shall, at the Purchaser's option, (a) deliver to the Purchaser or its
designee in escrow, for examination with respect to each Mortgage Loan to be
purchased, the related Mortgage File, including a copy of the Assignment of
Mortgage, pertaining to each Mortgage Loan, or (b) make the related Mortgage
File available to the Purchaser, or its designee, for examination at the
Seller's offices or such other location as shall otherwise be agreed upon by the
Purchaser and the Seller.  Such examination may be made by the Purchaser or its
designee upon reasonable notice to the Seller and during normal business hours
at a time acceptable to the Purchaser for purposes of ensuring that the Mortgage
Loans have been underwritten in accordance with the Underwriting Guidelines and
to ensure conformity with the terms of the related purchase Price and Terns
Letter.  If the Purchaser males such examination prior to the related Closing
Date and determines, in its sole discretion, that any Mortgage Loan does not so
conform to the Underwriting Guidelines or the terms of the related Purchase
Price and Terns Letter, such Mortgage Loans shall be deleted from the related
Mortgage Loan Schedule, and may, at the Purchaser's option, be replaced by a
substitute Mortgage Loan which meets the requirements set forth in Section 3.03.
If the Purchaser makes such examination after the related Closing Date and
determines, in its sole discretion, that any Mortgage Loan does not so conform
to the Underwriting Guidelines or the terms of the related Purchase Price and
Terms Letter, Seller shall repurchase such Mortgage Loan(s), at the Repurchase,
Price, promptly upon Purchaser's written notice.  The Purchaser may, at its
option and without notice to the Seller, purchase some or all of the Mortgage
Loans without conducting any partial or complete examination.  The fact that the
Purchaser or its designee has conducted or has failed to conduct any partial or
complete examination of the Mortgage Files shall not affect the Purchaser's (or
any of its successor's) rights to demand repurchase, substitution or other
relief as provided herein.

No later than four (4) Business Days prior to each Closing Date, and
notwithstanding the preceding paragraph, the related Mortgage Loan Documents
enumerated as items (1), (2), (3), (4), (S), (6), (7), and (8) in Exhibit B
hereto shall be delivered by the Seller to the Purchaser (or its designee
pursuant to a bailee letter agreement).  if the Seller cannot deliver the
original recorded Mortgage Loan Documents or the original policy of title
insurance, including riders and endorsements thereto, on the applicable Closing
Date, the Seller shall, promptly upon receipt thereof and in any case not later
than 90 days from such Closing Date, deliver such original documents, including
original recorded documents, to the Purchaser or its designee (unless the Seller
is delayed in making such delivery by reason of the fact that such documents
shall not have been returned by the appropriate recording office).  If delivery
is not completed within 90 days solely due to delays in making such delivery by
reason of the fact that such documents shall not have been returned by the
appropriate recording office, the Seller shall deliver such documents to the
Purchaser, or its designee, within such time period as specified in an Officer's
Certificate stating the date by which Seller expects to receive any missing
documents sent for recording from the applicable recording office.  In the event
that documents have not been received by the date specified in the Officer's
Certificate, a subsequent Officer's Certificate shall be delivered by such date
specified in the prior Officer's Certificate, stating a revised date for receipt
of documentation.  The procedure shall be repeated until the documents have been
received and delivered.  The Seller shall continue to use its best efforts to
effect delivery within 180 days of the applicable Closing Date; provided
however, that if delivery is not completed within 180 days of such Closing Date,
at the Purchaser's option, the Seller will repurchase such Mortgage Loan in
accordance with Section 3.03, or the Purchaser, in its sole discretion, will
extend in writing the time period for Seller to effect delivery; and further
provided that at the expiration of such extension, if the documents have not
been received, Seller will repurchase such Mortgage Loan in accordance with
Section 3.03.

The Seller shall pay all initial recording fees for the Assignments of
Mortgage and any other fees in connection with the transfer of all original
documents to the Purchaser or its designee.  The Seller shall prepare, in
recordable form, all Assignments of Mortgage necessary to assign the Mortgage
Loans to Purchaser, or its designee.  The Seller shall be responsible for
recording the Assignments of Mortgage in accordance with and at the direction of
the Purchaser.

To the extent not delivered on the applicable Closing Date, the Seller shall
provide a copy of the title insurance policy to the Purchaser or its designee
within ninety (90) days of the applicable Closing Date.

	Closing.

The closing for the purchase and sale of the Mortgage Loans shall take place
on the applicable Closing Date.  The closing shall be either:  by telephone,
confirmed by letter or wire as the parties shall agree, or conducted in person,
at such place as the parties shall agree.

The closing for the Mortgage Loans to be purchased on each Closing Date shall
be subject to each of the following conditions:

	at least two (2) Business Days prior to the applicable Closing Date, the
Seller shall deliver to the Purchaser a magnetic diskette, or transmit by
modern., a listing on a loan level basis of the information contained in the
related Mortgage Loan Schedule;
	all of the representations and warranties of the Seller under this Agreement
shall be true and correct as of the applicable Closing Date and no event shall
have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
	the Purchaser shall have received, or the Purchaser's attorneys shall have
received in escrow, all closing documents, in such forms as are agreed upon and
acceptable to the Purchaser (including, but not limited to, completed original
copies of all exhibits hereto, including but not limited to those set forth in
clause (e) below), duly executed by all signatories other than the Purchaser as
required pursuant to the terms hereof,
	the Seller shall have delivered and released to the Purchaser (or its
designee) on or prior to the applicable Closing Late all documents required
pursuant to the terms of this Agreement; and
	the Seller shall have complied with all other terms and conditions of this
Agreement and the related Purchase Price and Terms Letter.




Subject to the foregoing conditions, the Purchaser shall pay to the Seller on
the applicable Closing Date the Purchase Price for the related pool of Mortgage
Loans, plus accrued interest pursuant to Section 2_02 of this Agreement, by wire
transfer of immediately available funds to the account designated by the
Seller.


	

REPRESENTATIONS AND WARRANTIES OF THE SELLER;
REPURCHASE;

REVIEW OF MORTGAGE LOANS

	Representations and Warranties of the
Seller.

The Seller represents.  warrants and covenants to the Purchaser that as of
each Closing Date or as of such date specifically provided herein:

	The Seller is duly organized, validly existing and in good standing under
the laws of the state of its formation end has all licenses necessary to carry
out its business as now being conducted, and is licensed and qualified to
transact business in and is in good standing under the laws of each state in
which any Mortgaged Property is located or is otherwise exempt under applicable
law from such licensing or qualification or is otherwise not required tinder
applicable law to effect such licensing or qualification  and no demand for such
licensing or qualification has been made upon such Seller by any such state, and
in any event such Seller is in compliance with the laws of any such state to the
extent necessary to ensure the enforceability of each Mortgage Loan and the
servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
	The Seller has the full power and authority and legal right to hold,
transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to
execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and to conduct its business as presently
conducted.  has duly authorized the execution, delivery and performance of this
Agreement and any agreements contemplated hereby, has duly executed and
delivered this Agreement, and any agreements contemplated hereby, and this
Agreement and each Assignment of Mortgage to the Purchaser and any agreement
contemplated hereby, constitutes a legal, valid and binding obligation of the
Seller, enforceable against it in accordance with its terms, and all requisite
corporate action has been taken by the Seller to make this Agreement and all
agreements contemplated hereby valid and binding upon the Seller in accordance
with their terms;
	None of the execution and delivery of this Agreement, the origination of the
Mortgage Loans by the Seller, the sale of the Mortgage loans to the Purchaser,
the consummation of the transactions contemplated hereby, or the fulfillment of
or compliance with the terms and conditions of this Agreement will conflict with
any of the terms, conditions or provisions of the Seller's charter or by laws or
materially conflict with or result in a material breach of any of the terms,
conditions or provisions of any legal restriction or any agreement or instrument
to which the Seller is now a party or by which it is bound, or constitute a
default or result in an acceleration under any of the foregoing, or result in
the material violation of any law, rule, regulation, order, judgment or decree
to which the Seller or its property is subject;
	There is no litigation, suit, proceeding or investigation pending or, to the
Seller's knowledge, threatened, or any order or decree outstanding, with respect
to the Seller which is reasonably likely to have a material adverse effect on
the sale of the Mortgage Loans, the execution, delivery, performance or
enforceability of this Agreement, or which is reasonably likely to have a
material adverse effect on the financial condition of the Seller;
	No consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the
Seller of or compliance by the Seller with this Agreement, except for consents,
approvals, authorizations and orders which have been obtained;
	The consummation of the transactions contemplated by this Agreement is in
the ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
this Agreement are not subject to bulk transferor any similar statutory
provisions in effect in any applicable jurisdiction;
	The Seller will treat the sale of the Mortgage Loans to the Purchaser as a
sale for reporting and accounting purposes and, to the extent appropriate, for
federal income tax purposes;
	Seller is an approved seller/servicer of residential fixed and adjustable
rate mortgage loans for FNMA/FHLMC and HUD.  The Seller is duly qualified,
licensed, registered and otherwise authorized under all applicable federal,
state and local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OCC, and is in good standing to sell mortgage
loans to FNMA/FHLMC and no event has occurred which would make Seller unable to
comply with eligibility requirements or which would require notification to
either FNMA or FHLMC;
	The Seller does not believe, nor does it have any cause or reason to
believe, that it cannot perform each and every covenant contained in this
Agreement.  The Seller is solvent and the sale of the Mortgage Loans will not
cause the Seller to become insolvent.  The sale of the Mortgage Loans is not
undertaken with the intent to hinder, delay or defraud any of the Seller's
creditors;
	No statement, tape, diskette, form, report or other document prepared by, or
on behalf of, Seller pursuant to this Agreement or in connection with the
transactions contemplated hereby, contains or will contain any statement that is
or will be inaccurate or misleading in any material respect, on the applicable
Closing Date;
	The Seller has delivered to the Purchaser financial statements as to its
last two complete fiscal years.  All such financial statements fairly present
the pertinent results of operations and changes in financial position for each
of such periods and the financial position at the end of each such period of the
Seller and its subsidiaries and have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as set forth in the notes thereto.  There has been no change in
the business, operations, financial condition, properties or assets of the
Seller since the date of the Seller's financial statements that would lave a
material adverse effect on its ability to perform its obligations under this
Agreement;
	Except as disclosed in this Agreement, the Seller has not dealt with any
broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans.
Seller will pay any commission or compensation to any broker, investment banker,
agent or other person that may be entitled thereto in connection with the sale
of the Mortgage Loans.



	Representations and Warranties as to Individual
Mortgage Loans.

The Seller hereby represents and warrants to the Purchaser, as to each
Mortgage Loan, as of the related Closing Date, or such other date as specified,
as follows;

	The information set forth in the related Mortgage Loan Schedule and the
related magnetic tape(s) or diskette(s) is complete, true and correct;
	All payments due prior to the applicable Cut-off Date for such Mortgage Loan
have been made as of the related Closing Date, the Mortgage Loan is not
delinquent in payment mote than 30 days and has not been dishonored; the Seller
has not advanced funds, or induced, solicited or .knowingly received any advance
of funds from a party other than the owner of the Mortgaged Property subject to
the Mortgage, directly or indirectly, for the payment of any amount required by
the Mortgage Loan; there has been no more than one delinquency during the
preceding twelve month period and such delinquency did not last more than 30
days.;
	There are no defaults in complying with the terms of the Mortgage, and all
taxes, governmental assessments, insurance.  premiums, water, sewer and
municipal charges, leasehold payments or round rents which previously became due
and owing have been paid, or escrow funds have been established in an amount
sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable;
	The terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments which
have been recorded to the extent any such recordation is required by law, or,
necessary to protect the interest of the Purchaser.  No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, from the teens thereof except in connection with
an assumption agreement and which assumption agreement is part of the Mortgage
File and the terms of which are reflected in the related Mortgage Loan Schedule;
the substance of any such waiver, alteration or modification has been approved
by the issuer of any related Primary Mortgage Insurance Policy and title
insurance policy, to the extent required by the related policies;
	The Mortgage Note and the Mortgage are not subject to any right of
rescission, set off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note Or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set off, counterclaim or defense has
been asserted with respect thereto, and the Mortgagor was not a debtor in any
state or federal bankruptcy or insolvency proceeding at the time the Mortgage
Loan was originated;
	All buildings or other customarily insured improvements upon the Mortgaged
Property, are insured by an insurer acceptable under the FNMA or FHLMC Guides,
against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA or FHLMC Guides and by FNMA or FHLMC.  All such
standard hazard policies are in full force and effect and on the date of
origination contained a standard mortgagee clause naming the Seller and its
successors in interest and assigns as loss payee and such clause is still in
effect and all premiums due thereon have been paid.  If required by the flood
Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration which policy conforms to FNMA and FHLMC
requirements.  Such policy was issued by an insurer acceptable under FNMA or
FHLMC guidelines.  The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at the Mortgagor's cost and expense and to seek reimbursement therefor
from the Mortgagor;
	 Any and all requirements of any federal, state or local law including,
without limitation, usury, truth lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with, the consummation of the
transactions contemplated hereby will not involve the violation of any such laws
or regulations, and the Seller shall maintain in its possession, available for
the Purchaser's inspection, and shall deliver to the Purchaser upon demand,
evidence of compliance with all such requirements;
	The Mortgage has not been satisfied, canceled or subordinated, in whole or
in part, or rescinded, and the Mortgaged Property has not been released from the
lien of the Mortgage, in whole or in part nor has any instrument been executed
that would effect any such release, cancellation, subordination or rescission.
The Seller has not waived the performance by the Mortgagor of any action, if the
Mortgagor's failure to perform such action would cause the Mortgage Loan to be
in default, nor has the Seller waived any default resulting from any action or
inaction by the Mortgagor;
	The Mortgage is a valid, subsisting, enforceable and perfected first or
second lien on the Mortgaged Property, as specified in the applicable Purchase
Price and Terms Letter and Mortgage Loan Schedule, including all buildings on
the Mortgaged Property and all installations and mechanical, electrical,
plumbing, heating and air conditioning systems affixed to such buildings, and
all additions, alterations and replacements made at any time with respect to the
foregoing securing the Mortgage Note's original principal balance.  The Mortgage
and the Mortgage Note do not contain any evidence of any security interest or
other interest or right thereto.  Such lien is free and clear of all adverse
claims, liens and encumbrances having priority over the lien of the Mortgage
subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the date
of recording which are acceptable to mortgage lending institutions generally and
either (A) which are referred to or otherwise considered in the appraisal made
for the originator of the Mortgage Loan, or (B) which do riot adversely affect
the appraised value of the Mortgaged Property as set forth in such appraisal,
(3) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the Mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property, and (4) if the Mortgage is a second lien pursuant to the
applicable Purchase Price and Terns Letter and Mortgage Loan Schedule, the first
lien on the Mortgaged Property.  Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the Mortgage
Loan establishes and creates a valid, subsisting, enforceable and perfected
first or second lien and first or second priority security interest, as
specified in the applicable Purchase Price and Terms Letter and Mortgage Loan
Schedule, on the property described therein, and the Seller has the full right
to sell and assign the same to the Purchaser;
	The Mortgage Note and the related Mortgage are original and genuine and each
is the legal, valid and binding obligation of the maker thereof, enforceable in
all respects in accordance with its terms subject to bankruptcy, insolvency and
other laws of general application affecting the rights of creditors and the
Seller has taken all action necessary to transfer such rights of enforceability
to the Purchaser.  All parties to the Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage.  The Mortgage Note and the Mortgage have been
duly and properly executed by such parties.  No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage
Loan has taken place on the part of any Person, including, without limitation,
the Seller, the Mortgagor, or any other party involved in the origination of the
Mortgage Loan.  The proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and any and all
requirements as to completion of any on site or off site improvements and as to
disbursements of any escrow funds therefor have been complied with, or a repair
escrow has been established as permitted in the applicable Underwriting
Guidelines.  All costs, fees and expenses incurred in making or closing the
Mortgage Loan and the recording of the Mortgage were paid or are in the process
of being paid, and the Mortgagor is not entitled to any refund of any amounts
paid or due under the Mortgage Note or Mortgage;
	The Seller is the sole owner of record and holder of the Mortgage Loan and
the indebtedness evidenced by the Mortgage Note, except for the Assignments of
Mortgage which have been sent for recording, and upon recordation the Seller
will be the owner of record of the Mortgage and the indebtedness evidenced by
the Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser, the
Seller will retain the Mortgage File or any part thereof with respect thereto
not delivered to the purchaser or the Purchaser's designee in trust only for the
purpose of servicing and supervising the servicing of the Mortgage Loan.
Immediately prior to the transfer and assignment to the Purchaser, the Mortgage
Loan, including the Mortgage Note and the Mortgage, were not subject to an
assignment or pledge, and the Seller had good and marketable title to and was
the sole owner thereof and had full right to transfer and sell the Mortgage Loan
to the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest and has the full right and authority subject
to no interest or participation of, or agreement with, any other patty, to sell
and assign the Mortgage Loan pursuant to this Agreement and following the sale
of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear
of any encumbrance, equity, participation interest, lien, pledge, charge, claim
or security interest.  The Seller intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for the purposes of servicing the
Mortgage Loan as set forth in this Agreement.  After the applicable Closing
Date, the Seller will have no right to modify or alter the terms of the sale of
the Mortgage Loan and the Seller will have no obligation or right to repurchase
the Mortgage Loan or substitute another Mortgage Loan, except as provided in
this Agreement, or as otherwise agreed to by the Seller and the purchaser;
	The Mortgage Loan with respect to a first priority lien Mortgage is covered
by an ALTA lender's title insurance policy or other generally acceptable form of
policy or insurance acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction
where the Mortgaged Property is located, insuring (subject to the exceptions
contained in (j) (1), (2) and (3) above) the Seller, its successors and assigns,
as to the first priority lien of the Mortgage in the original principal amount
of the Mortgage Loan and in the case of adjustable rate Mortgage Loans, against
any loss by reason of the invalidity or unenforceability of the lien resulting
from the provisions of the Mortgage providing for adjustment to the Mortgage
Interest Rate and Monthly Payment.  Such lender's title insurance policy
affirmatively insures ingress and egress and against encroachment by or upon the
Mortgaged Property or any interest therein and contains any customary,
environmental indemnity.  Where required by state law or regulation, the
Mortgagor has been given the opportunity to choose the carrier of the required
mortgage title insurance.  The Seller, its successors and assigns, are the sole
insureds of such lender's title insurance policy, such title insurance policy
has been duly and validly endorsed to the purchaser or the assignment to the
Purchaser of the Seller's interest therein does not require the consent of or
notification to the insurer and such lender's title insurance policy is in full
force and effect and will be in full force and effect upon the consummation of
the transactions contemplated by this Agreement.  No claims have been made under
such lender's title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy.

The Mortgage Loan with respect to a second priority lien Mortgage is covered
by an ALTA lender's title insurance policy as described in the paragraph above,
if such coverage is required pursuant to the Underwriting Guidelines;

	There is no default, breach, violation or event of acceleration existing
under the Mortgage or the related Mortgage Note, and no event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event permitting acceleration;
and neither the Seller nor any prior mortgagee has waived any default, breach,
violation or event permitting acceleration;
	There are no mechanics', or similar liens or claims which have been filed
for work, labor or material (and no rights are outstanding that under law could
give rise to such liens) affecting the related Mortgaged Property which are or
may be liens prior to or equal to the lien of the related Mortgage;
	Ali improvements subject to the Mortgage which were considered in
determining the Appraised Value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above
and all improvements on the property comply with all applicable zoning and
subdivision laws and ordinances; the Mortgaged Property is lawfully occupied
under applicable law;
	The Mortgage Loan was originated by or for the Seller.  The Mortgage Loan
complies with all the terms, conditions and requirements of the Underwriting
Guidelines in effect at the time of origination of such Mortgage Loan.  The
Mortgage Notes and Mortgages are on forms acceptable to FNMA or FHLMC.  The
Seller is currently selling loans to FNMA and/or FHLMC which are the same
document forms as the Mortgage Notes and Mortgages (inclusive of any riders);
the Mortgage Interest Rate is as set forth in the related Mortgage Loan Schedule
(including in the case of adjustable rate Mortgage Loans, the interest rate and
payment limitations set forth in the related Mortgage Loan Schedule), and
Monthly Payments under the Mortgage Note are due and payable on the first day of
each month.  The Mortgage contains the usual and enforceable provisions of the
originator at the time of origination for the acceleration of the payment of the
unpaid principal amount of the Mortgage Loan if the related Mortgaged property
is sold without the prior consent of the mortgagee thereunder.  The Seller used
no selection procedures that identified the Mortgage Loans as being less
desirable or valuable than other comparable mortgage loans in the Seller's
portfolio at the related Cut-off Date;
	The Mortgaged Property is not subject to any material damage by waste, fire,
earthquake, windstorm, flood or other casualty and is in good repair.  At
origination of the Mortgage Loan there was, and there currently is, no
proceeding Pending .for the.  total or partial condemnation of the Mortgaged
Property.  There have not been any condemnation proceedings with respect to the
Mortgaged Property and, to the best of Seller's knowledge, there are no such
proceedings scheduled to commence at a future date;
	The related Mortgage contains customary and enforceable provisions such as
to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure.  Upon
default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee's sale
of, the Mortgaged Property pursuant to the proper procedures, the holder of the
Mortgage Loan will be able to deliver good and merchantable title to the
Mortgaged Property.  There is no homestead or other exemption available to the
Mortgagor which would interfere with the right to sell the Mortgaged Property at
a trustee's sale or the right to foreclose the Mortgage;
	If the Mortgage constitutes a deed of trust, a trustee, authorized and duly
qualified if required under applicable law to act as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses are or will become payable by the Purchaser to the trustee under the
deed of trust, except in connection with a trustee's sale or attempted sale
after default by the Mortgagor;
	The Mortgage File contains an appraisal of the related Mortgaged Property,
signed prior to the final approval of the mortgage loan application by a
Qualified Appraiser, approved by the Seller, who had no interest, direct or
indirect, in the Mortgaged Property, or in any loan made on the security
thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the
requirements of FNMA or FHLMC and Title XI of FIRREA and the regulations
promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated.  The appraisal is in a form acceptable to FNMA or FHLMC and was made
by a Qualified Appraiser;
	All parties which have had any interest in the Mortgage, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (A) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the
Mortgaged Property is located, and (B) (I) organized under the laws of such
state, or (2) qualified to do business in such state, or (3) federal savings and
loan associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such
state;
	The related Mortgage Note is not and has not been secured by any collateral
except the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to above and such
collateral does not serve as security for any other obligation;
	The Mortgagor has received all disclosure materials required by applicable
law with respect to the making of the Mortgage Loan and has executed a statement
acknowledging such receipt;
	Except as otherwise permitted in the Underwriting Guidelines, the Mortgage
Loan does net contain "graduated payment" or "buydown" features;
	The Mortgagor is not in bankruptcy and, to the best of the Seller's
knowledge, the Mortgagor is not insolvent; there exist no circumstances or
conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor,
the Mortgagor's credit standing or otherwise that could reasonably be expected
to cause investors to regard the Mortgage Loan as an unacceptable investment,
cause the Mortgage Loan to become delinquent, or materially adversely affect the
value or marketability of the Mortgage Loan;
	The Mortgage Loans are either fixed or adjustable rate mortgage loans.  The
Mortgage Loans have an original term to maturity of not more than thirty (30)
years, with interest payable in arrears on the first day of each month.  Each
Mortgage Note is payable in equal monthly installments of principal and
interest, which installments of interest, with respect to adjustable rate
Mortgage Loans, are subject to change due to the adjustments to the Mortgage
Interest Rate on each Interest Rate Adjustment Date, with interest calculated
and payable in an-ears, sufficient to amortize the Mortgage Loan fully by the
stated maturity date, over an original term of not more than thirty years from
commencement of amortization.  The Mortgage Interest Rate is adjusted, with
respect to adjustable rate Mortgage Loans, on each Interest Rate Adjustment Date
to equal the Index plus the Gross Margin (rounded up or down to the nearest
..125%), subject to the Mortgage Interest Rate Cap, the Maximum Mortgage Interest
Rate and the Minimum Mortgage Interest Rate.  The weighted average Mortgage
Interest Rate is as set forth on the description of pool characteristics for the
Mortgage Loans in the Purchase Price and Terms Letter.  No Mortgage Loan
contains terns or provisions which would result in negative amortization;
	Each Mortgage Note, each Mortgage, each Assignment of Mortgage and any other
documents required pursuant to this Agreement to be delivered to the Purchaser
or its designee, or its assignee for each Mortgage Loan, have been, on or before
the applicable Closing Date, delivered to the Purchaser or its designee, or its
assignee;
	The origination, collection and servicing practices used by the Seller, with
respect to each Mortgage Note and Mortgage have been legal and in accordance
with applicable laws and regulations and those mortgage servicing practices
(including collection procedures) of prudent mortgage banking and mortgage
lending institutions which service mortgage loans of the same type.  With
respect to escrow deposits and payments that the Seller is entitled to collect,
all such payments are in the possession of, or under the control of, the Seller,
and there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made.  All escrow payments have
been collected in full compliance with state and federal law and the provisions
of the related Mortgage Note and Mortgage.  As to any Mortgage Loan that is the
subject of an escrow, escrow of funds is not prohibited by applicable law and
has been established in an amount sufficient to pay for every escrowed item that
remains unpaid and has been assessed but is not yet due and payable.  No escrow
deposits or other charges or payments due under the Mortgage Note have been
capitalized under any Mortgage or the related Mortgage Note.  All Mortgage
Interest Rate adjustments have been made in strict compliance with state and
federal law and the terms of the related Mortgage Note.  Any interest required
to be paid pursuant to state, federal and local law has been properly paid and
credited;
	None of the Mortgage Loans had a Loan-To-Value Ratio or a Combined Loan-To-
Value Ratio greater than that set forth in the Underwriting Guidelines;
	Except for Mortgage Loans underwritten in accordance with the Lender Paid
Mortgage Insurance Policy Program, if a Mortgage Loan has an LTV greater than
80%, the excess of the principal balance of the Mortgage Loan over 75% of the
Appraised Value is and will be insured as to payment defaults by a Primary
Mortgage Insurance Policy issued by a Qualified Insurer.  All provisions of such
Primary Mortgage Insurance Policy have been and are being complied with, such
policy is in full force and effect, and all premiums due thereunder have been
paid.  No action, inaction, or event has occurred and no state of facts exists
that has, or will result in the exclusion from, denial of, or defense to
coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due
thereunder to the insured) whether arising out of actions, representations,
errors, omissions, negligence, or fraud of the Seller, or for any other reason
under such coverage.  Any Mortgage Loan subject to a Primary Mortgage Insurance
Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage;
Insurance Policy and to pay all premiums and charges in connection therewith.
The Mortgage Interest Rate for the Mortgage Loan as set forth on the related
Mortgage Loan Schedule is net of any such Primary Mortgage Insurance
premium.
	The assignment of Mortgage is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;
	Except with respect to Mortgage Loans secured by an interest in a leasehold
estate, the Mortgaged Property is located in the state identified in the related
Mortgage Loan Schedule and consists of a single parcel of real property with a
detached single family residence erected thereon, or a townhouse, or a two to
four family dwelling, or an individual condominium unit in a condominium
project, or an individual unit in a planned unit development or a de minimis
planned unit development; provided, however, that any condominium unit or
planned unit development shall conform with requirements acceptable to FNMA or
FHLMC, or the Underwriting Guidelines, regarding such dwellings, or is located
in a condominium or planned unit development project which has received project
approval from FNMA or FHLMC.  No residence or dwelling is a single parcel of
real property with a cooperative housing corporation, a mobile home or a
manufactured dwelling thereon.  As of the date of origination, no portion of the
Mortgaged Property was used for commercial purposes, and since the date of
origination,, to the best of the Seller's knowledge, no portion of the Mortgaged
Property is used for commercial purposes;
	As of the date of origination of the Mortgage Loan, the Mortgaged Property
was lawfully occupied under applicable law, and all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;
	There is no pending action or proceeding directly involving the Mortgaged
Property in which compliance with any environmental law, rule or regulation is
an issue; to the best of Seller's knowledge, there is no violation of any
environmental law, rule or regulation with respect to the Mortgaged Property;
and nothing further remains to be done to satisfy in full, all requirements of
each such law, rule or regulation constituting a prerequisite to use and
enjoyment of said property;
	The Mortgagor has not notified the Seller, and the Seller has no knowledge
of any relief requested or allowed to the Mortgagor under the Soldiers' and
Sailors' Civil Relief Act of 1940;
	Except as otherwise permitted in the Underwriting Guidelines with respect to
"One-Time Close" products, no Mortgage Loan was made in connection with the
construction or rehabilitation of a Mortgaged Property or facilitating the
trade-in or exchange of a Mortgaged Property;
	The Mortgage Loan was originated by a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to Sections 203 and 211 of the Act, a
savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a
federal or state authority.  The documents, instruments and agreements submitted
for loan underwriting were not falsified and contain no untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the information and statements therein not misleading.
Principal payments on the Mortgage Loan commenced no more than sixty days after
funds were disbursed in connection with the Mortgage Loan;
	Except as otherwise disclosed on the Mortgage Loan Schedule, none of the
Mortgaged Properties is subject to a ground lease.  With respect to any ground
lease to which a Mortgaged Property may be subject such ground lease satisfies
the requirements of the FNMA or FHLMC Guides.;
	The Mortgage Loan is a "qualified mortgage" within the meaning of Section
$60G(a)(3) of the Code (without regard to Treasury Regulations   1.$60G 2(f) or
any similar rule that provides that a defective obligation is a qualified
mortgage for a temporary period);
	With respect to adjustable rate Mortgage Loans, the Mortgage Loan is not a
Convertible Mortgage Loan unless otherwise indicated on and in conformity with
the related Mortgage Loan Schedule.
	Repurchase; Substitution.

It is understood and agreed that the representations, warranties and
covenants set forth in Sections 2.05, 3.01 and 3.02 shall survive the sale of.
the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser,
or its designee, and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment or the examination, or lack of examination, of any Mortgage File.
Upon discovery by either the Seller or the Purchaser of a breach of any of the
foregoing representations mid warranties and/or covenants that materially and
adversely affects the value of the Mortgage Loans or the interest of the
Purchaser in any Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other.  The Seller shall have a period of thirty
(30) days from the earlier of its discovery or its receipt of notice of any such
breach within which to correct or cure such breach- The Seller hereby covenants
and agrees that if any such breach is not corrected or cured within such thirty
(30) day period, the Seller shall, at the Purchaser's option and not later than
sixty (60) days of its discovery or its receipt of notice of such breach,
repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's
prior consent, substitute a Mortgage Loan as provided below.  In the event that
any such breach shall involve any representation or warranty set forth in
Section 3.01, and such breach is not cured within thirty (30) days of the
earlier of either discovery by or notice to the Seller of such breach, all
Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Seller at the Repurchase Price.  Any such repurchase shall be accomplished by
wire transfer into an account designated in writing by the Purchaser.

Any substitute Mortgage Loan shall (a) have a principal balance at the time
of substitution not in excess of the principal balance of the removed Mortgage
Loan, (b) have a Mortgage Interest Rate not less than, and not more than one
percentage point greater than, the Mortgage Interest Rate of the removed
Mortgage Loan, (c) have a remaining term to stated maturity not later than, and
not more than one year less than, the remaining term to stated maturity of the
removed Mortgage Loan, (d) be, in the reasonable determination of the Purchaser,
of the same type, quality and character (including location of the Mortgaged
Property) as the removed Mortgage Loan as if the breach had not occurred, (e)
have a Loan-to-Value Ratio, or Combined Loan-to-Value Ratio, at origination no
greater than that of the removed Mortgage Loan and (f) be, in the reasonable
determination of the Purchaser, in material compliance with the representations
and warranties contained in Section 3.02 as of the date of substitution.

The Seller shall amend the applicable Mortgage Loan Schedule to reflect the
withdrawal of the removed Mortgage Loan from this Agreement and the substitution
of such substitute Mortgage Loan therefor.  Upon such amendment, the Purchaser
shall review the Mortgage File delivered to it relating to the substitute
Mortgage Loan.  In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any
principal prepayments made thereon during such month shall be the property of
the Purchaser and accrued interest for such month on the Mortgage Loan for which
the substitution is made and any principal prepayments made thereon during such
month shall be the property of the Seller.  The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of the Seller; and the principal payment on the Mortgage Loan
for which the substitution is made due on such date shall be the property of the
Purchaser.

It is understood and agreed that the obligations of the Seller set forth in
Section 2.05 and this Section 3.03 respectively, to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to
Section 4.01, constitute the sole remedies of the Purchaser respecting a breach
of the aforementioned representations, warranties and covenants.  If the Seller
fails to cure, repurchase or substitute for a defective Mortgage Loan in
accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section
4.01, that failure shall be an event of default and the Purchaser shall he
entitled to pursue all remedies available to it under law and in equity.  No
provision of this paragraph shall affect the rights of the Purchaser to
terminate this Agreement for cause, as set forth in Section 5.15.

	Repurchase of Convertible Mortgage Loans.

In the event the Mortgagor under any Convertible Mortgage Loan elects to
convert said Mortgage Note to a fixed interest rate Mortgage Note, as provided
in said Mortgage Note, then the Seller shall, prior to the effective date of
said conversion, repurchase such Convertible Mortgage Loan from the Purchaser
promptly.

	Repurchase of Mortgage Loans With Early Payment
Defaults.

If the related Mortgagor is thirty (30) days or more delinquent with respect
to the Mortgage Loan's Monthly Payment before the expiration of the three (3)
month period immediately following the applicable Closing Date, the Seller
shall, upon the Purchaser's notice, promptly repurchase such Mortgage Loan from
the Purchaser in at the Repurchase Price.

	Purchase Price Protection.

With respect to any Mortgage Loan that prepays in full during the three (3)
month period from and after the related Closing Date, the Seller shall reimburse
the Purchaser the amount (if any) of the Purchase Price Premium paid by the
Purchaser to the Seller, within thirty (30) days of such payoff.


	

THE SELLER

	Indemnification.

The Seller agrees to indemnify the Purchaser and its affiliates and hold them
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, arid any other costs, fees
and expenses that the Purchaser or any of its affiliates may sustain in any way
related to the breach of a representation, warranty or covenant set forth in
Sections 2.05, 3.01 or 3.02 of this Agreement.  The Seller shall immediately
notify the Purchaser ii' a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the
defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or the Purchaser in respect of such
claim.  The Seller shall follow any written instructions received from the
Purchaser in connection with such claim, The provisions of this Section 4_01
shall survive termination of this Agreement.

	Merger or Consolidation of the Seller.

The Seller will keep in full effect its existence, rights and franchises as a
corporation under the laws of tile state of its incorporation except as
permitted herein, and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
or any of the Mortgage Loans and to perform its duties under this Agreement.

Any Person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller shall be a party, or any Person succeeding to the business of the Seller
whether or not related to loan servicing, shall be the successor of the Seller
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person shall
be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii)
the deposits of which are insured by the FDIC, SAIF and/or BIF, or which is a
HUD-approved mortgagee whose primary business is in origination and servicing of
first and second lien mortgage loans, and (iii) who is a FNMA or FHLMC approved
seller/servicer in good standing.

	Limitation on Liability of the Seller and
Others.

Neither the Seller nor any of the officers, employees or agents of the Seller
shall be under any liability to the Purchaser for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment made in good faith; provided, however, that
this provision shall not protect the Seller or any such person against any
breach of warranties or representations made herein, or failure to perform its
obligations in strict compliance with any standard of care set forth in this
Agreement, or any liability which would otherwise be imposed by reason of
negligence, bad faith or willful misconduct, or any breach of the terms and
conditions of this Agreement.


	

MISCELLANEOUS PROVISIONS

	Amendment.

This Agreement may be amended from time to time by the Seller and the
Purchaser by written agreement signed by the Seller and the Purchaser.

	Recordation of Agreement.

To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Seller at the Seller's expense on direction of the Purchaser accompanied by an
opinion of counsel to the effect that such recordation materially and
beneficially affects the interest of the Purchaser or is necessary for the
administration or servicing of the Mortgage Loans.

	Governing Law.

This Agreement shall be governed by and construed in accordance with internal
laws of the Commonwealth of Virginia without regard to conflict of laws
principles.  The parties hereby agree to submit to the exclusive jurisdiction of
the courts of the Commonwealth of Virginia and/or the United States Federal
Court for the District encompassing Virginia.  The parties further agree not to
raise any objection to venue of a court located in the Commonwealth of
Virginia.

	Notices.

Any demands, notices or other communications; permitted or required hereunder
shall be in writing and shall be deemed conclusively to have been given if
personally delivered at or mailed by registered mail, postage prepaid, and
return receipt requested or certified mail, return receipt requested, or
transmitted by telex, telegraph or telecopier and confirmed by a similar mailed
writing, as follows:

(i)if to the Seller:

(ii)if to the Purchaser:

E*TRADE Bank

671 North Glebe Road

Arlington, VA 22203

Attention:  Vice President, Operations

or such other address as may hereafter be furnished to the other party by
like notice.  Any such demand, notice or communication hereunder shall be deemed
to have been received on the date delivered to or received at the premises of
the addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).

	Severability of Provisions.

Any part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.  Any part, provision, representation or warranty of
this Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by applicable law, the parties hereto waive any provision of lava which
prohibits or renders void or unenforceable any provision hereof.  If the
invalidity of any part, provision, representation or warranty of this Agreement
shall deprive any party of the economic benefit intended to be conferred by this
Agreement, the parties shall negotiate, in good faith, to develop a structure
the economic effect of which is nearly as possible the same as the economic
effect of this Agreement without regard to such invalidity.

	Exhibits.

The exhibits to this Agreement are hereby incorporated and made a part hereof
and are an integral part of this Agreement.

	General Interpretive Principles.

For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires;

(i)the terms defined in this Agreement have the meanings assigned to them
in thus Agreement and include the plural as well as the singular, and the use of
any gender herein shall be deemed to include the other gender;

(ii)accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting
principles;

(iii)references herein to "Articles," "Sections," "Subsections,"
"Paragraphs," and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Agreement;

(iv)a reference to a Subsection without further reference to a Section is
a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;

(v)the words "herein," "hereof," "hereunder," and other words of similar
import refer to this Agreement as a whole and not to any particular
provision;

(vi)the term "include" or "including" shall mean without limitation by
reason of enumeration; and

(vii)headings of the Articles and Sections in this Agreement are for
reference purposes only and shall not be deemed to have any substantive
effect.

	Reproduction of Documents.

This Agreement and all documents relating thereto, including, without
limitation, (i) consents, waivers and modifications which may hereafter be
executed, (ii) documents received by any party at the closing, and (iii)
financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, micro-
card, miniature photographic or other similar process.  The parties agree that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence

	Recordation of Assignments of Mortgage.

To the extent permitted by applicable law, each of the Assignments of
Mortgage is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the Mortgaged Properties are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Seller at the Seller's expense in the event recordation is
either necessary under applicable law or requested by the Purchaser, at its sole
option.

	Assignment

The Purchaser shall have the right, without the consent of the Seller hereof,
to assign, in whole or in part, its interest under this Agreement with respect
to some or all of the Mortgage Loans, and designate any person to exercise any
rights of- the Purchaser hereunder, and the assignee or designee shall accede to
the rights and obligations hereunder of the Purchaser with respect to such
Mortgage Loans; provided that subsequent to any such assignment the Purchaser
shall retain its rights to indemnification and repurchase hereunder.  All
references to the Purchaser in this Agreement shall be deemed to include its
assignee or designee.

	No Partnership.

Nothing herein contained shall be deemed or construed to create a partnership
or joint venture between the parties hereto and the services of the Seller shall
be rendered as an independent contractor and not as agent for Purchaser.

	Counterparts; Successors and Assigns.

This Agreement may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement.  Seller shall not assign this Agreement
without the prior written consent of the purchaser, which consent shall not be
unreasonably withheld.  Subject to the foregoing, this Agreement shall inure to
the benefit of and be binding upon the Seller and the Purchaser and their
respective successors and assigns.

	Entire Agreement.

This Agreement sets forth the entire understanding between the parties hereto
and shall be binding upon all successors of both parties.

	No Solicitation.

From and after each Closing Date, the Seller agrees that it will not take any
action or permit or cause any action to be taken by the Seller, any of its
agents or affiliates, or by any independent contractors on the Seller's behalf,
to personally, by telephone or mail, solicit the borrower or obligor under any
Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without the
prior written consent of the Purchaser.  It is understood and agreed that all
tights and benefits relating to the solicitation of any Mortgagors to refinance
any Mortgage Loans and the attendant rights, title and interest in and to the
list of such Mortgagors and data relating to their Mortgages (including
insurance renewal dates) shall be transferred to the Purchaser pursuant hereto
on the applicable Closing Date and the Seller shall take no action to undermine
these rights and benefits.  Notwithstanding the foregoing, it is understood and
agreed that promotions undertaken by or on behalf of the Seller or any affiliate
of the Seller which are directed to the general public at large, or segments
thereof, provided that no segment shall consist primarily of the Mortgage Loans,
including, without limitation, mass mailing, newspaper, radio and television
advertisements shall not constitute solicitation under this Section 5.14.  The
Seller shall use its best efforts to prevent the sale of the name of any
Mortgagor to any Person who is not an affiliate of the Seller.

	Termination.

This Agreement may be terminated by either party upon thirty (30) days prior
written notice.

	Cooperation of Seller with a
Reconstitution.

The Seller and the Purchaser agree that with respect to some or all of the
Mortgage Loans, on or after the Closing Date, on one or more dates at the
Purchaser's sole option, the Purchaser may effect a sale of some or all of the
Mortgage Loans then subject to this Agreement, without recourse, to:
(a)one or more third party purchasers in ore or more in whole loan
transfers (each, a "Whole Loan Transfer"); or

(b)one or more trusts or other entities to be formed as part of one or
more pass-through transfers (each, a "Pass-Through Transfer").



With respect to each Whole Loan Transfer and each Pass-Through Transfer
entered into by the Purchaser, the Seller agrees (1) to cooperate fully with the
Purchaser, any prospective purchaser, any master servicer or trustee and/or any
issuer or other participant in such whole loan transfer or  pass-through
transfer with respect to all reasonable requests for due diligence; and (2) to
restate in an assignment or similar agreement requested by the Purchaser the
representations and warranties set forth in Section 3.01 of this Agreement as of
the Reconstitution Date; provided that with respect to those representations and
warranties that relate to delinquency or condition of the Mortgaged Property,
the Seller shall represent and warrant as to the actual status thereof as of the
Reconstitution Date.  The Seller shall provide to the Purchaser and/or any other
participants in such Reconstitution:  (i) any and all information and
appropriate verification of information which may be reasonably available to the
Seller, whether through letters of its auditors, opinions of counsel or
otherwise, as the Purchaser or any such other participant shall reasonably
request; and (ii) such additional representations, warranties, covenants,
opinions of counsel, letters from auditors, and certificates of public officials
or officers of the Seller as are reasonably agreed upon by the Seller and the
Purchaser or any such other participant.  The Seller shall indemnify the
Purchaser and Reconstitution Parties for the accuracy and completeness of all
such information provided by or on behalf of the Seller.  The Purchaser shall be
responsible for the costs relating to the delivery of such information.

In the event the Seller has agreed to and does hold record title to the
Mortgages prior to the Reconstitution Date, the Seller shall prepare an
assignment of mortgage in blank to the prospective purchaser, issuer or trustee,
as applicable, from the Seller, acceptable to the prospective purchaser, issuer
or trustee; as applicable, for each Mortgage Loan that is part of the whole loan
or pass-through transfer and shall pay all preparation and initial recording
costs associated therewith.  In connection with the whole loan or pass-through
transfer, and at the expense of Purchaser, the Seller shall execute each
assignment of mortgage, track such assignments of mortgage to ensure they have
been recorded and deliver them as required by the prospective purchaser or
trustee, as applicable, upon the Seller's receipt thereof.  Additionally, at the
expense of Purchaser, the Seller shall prepare and execute, at the direction of
the Purchaser, any note endorsement in connection with any and all
seller/servicer agreements.

All Mortgage Loans not sold or transferred pursuant to a whole loan or pass-
through transfer shall remain subject to this Agreement and, if this Agreement
shall remain in effect with respect to the related Mortgage Loans, shall
continue to be serviced in accordance with the terms of this Agreement and with
respect thereto this Agreement shall remain in full force and effect.

[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
rile day and year first above written.

E*TRADE BANK, Purchaser

By:  /s/ Matthew Geary

Matthew Geary

Director

E-LOAN, INC., Seller

By:  /s/ Steven M. Majerus

Steven M. Majerus

V.P. Secondary Marketing


EXHIBIT A

MORTGAGE LOAN SCHEDULE

E-LOAN Jumbo Mixed Bulk 30 year & 15 year Loans

Loan#  Int:Rate  LoanAmt  LTV  CLTV  FICO  Purpose  Prod Type  Occupancy
IMPOUNDS  State  1st Payment Due  ZipCd  Origin  PROP UNITS  Doc Type
MI Coverage  DTI  Property Ty


Loan level detailed determined at time of commitment.

EXHIBIT B

CONTENTS OF MORTGAGE FILE

With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items:

1.  The original Mortgage Note endorsed "Pay to the order of , without
recourse." and signed in the name of the Seller by an authorized officer, with
all intervening endorsements showing, a complete chain of title from the.
originator to the Seller, and all riders thereto.  If the Mortgage Loan was
acquired by the Seller in a merger, the endorsement must be by "[Seller],
successor by merger to the [name of predecessor]".  1f the Mortgage Loan was
acquired or originated by the Seller while doing business tinder another name,
the endorsement must be by "[Seller] formerly known as [previous name]".

2.  The original Mortgage (including all riders thereto) with evidence of
recording thereon, or a copy thereof certified by the public recording office in
which such mortgage has been recorded or, if the original Mortgage has not been
returned from the applicable public recording office, a true certified copy,
certified by the Seller, of the original Mortgage together with a certificate of
the Seller certifying that the original Mortgage has been delivered for
recording in the appropriate public recording office of the jurisdiction in
which the Mortgaged Property is located.

3.  The original or certified to be true copy or if in electronic form on the
related Mortgage Loan Schedule, the certificate number of the related policy,
certified by the Seller, of the Primary Mortgage Insurance Or Lender Paid
Mortgage Insurance Policy, if required.

4.  The original Assignment prepared in blank, or in accordance with
Purchaser's instructions, which assignment shall, but for any blanks requested
by Purchaser, be in form and substance acceptable for recording, or a copy
certified by Seller as a true and correct copy of the original Assignment which
has been sent for recordation- If the Mortgage Loan was acquired or originated
by the Seller while doing business under another name, the Assignment must be by
"[Seller] formerly known as [previous name]".

S.  The original policy of title insurance, including riders and endorsements
thereto, or if the policy has not yet been issued, a written commitment or
interim binder or preliminary report of title issued by the title insurance or
escrow company.

6.  Originals of all recorded intervening Assignments, or copies thereof,
certified by the public recording office in which such Assignments have been
recorded showing a complete chain of title .from the originator to the Seller,
with evidence of recording thereon, or a copy thereof certified by the public
recording office in which such Assignment has been recorded or, if the original
Assignment has not been returned from the applicable public recording office, a
true certified copy, certified by the Seller of the original Assignment together
with a certificate of the Seller certifying that the original Assignment has
been delivered for recording in the appropriate public recording office of the
jurisdiction in which the Mortgaged Property is located.

7.  Originals, or copies thereof certified by the public recording office in
which such documents have been recorded, of each assumption, extension,
modification, written assurance or substitution agreements, if applicable, or if
the original of such document has not been returned from the applicable public
recording office, a true certified copy, certified by the Seller, of such
original document together with certificate of Seller certifying the original of
such document has been delivered for recording in the appropriate recording
office of the jurisdiction in which the Mortgage Property is located.

8.  If the Mortgage Note or Mortgage or any other material document or
instrument relating to the Mortgage Loan has been signed by a person on behalf
of the Mortgagor, the original power of attorney or other instrument that
authorized and empowered such person to sign bearing evidence that such
instrument his been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located (or, in lieu thereof, a duplicate or
conformed copy of such instrument, together with a certificate of receipt from
the recording office, certifying that such copy represents a true and complete
copy of the original and that such original has been or is currently submitted
to be recorded in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located), or if the original power
of attorney or other such instrument has been delivered for recording in the
appropriate public recording office of the jurisdiction in which the Mortgaged
Property is located.

9.  Mortgage Loan closing statement (Form HUD-1) and any other truth-in-
lending or real estate settlement procedure forms required by law

10.  Residential loan application.

11.  Uniform underwriter and transmittal summary (FNMA Form 1008) or
reasonable equivalent.

12.  Credit report on the mortgagor.

13.  Business credit report, if applicable.

14.  Residential appraisal report and attachments thereto.

15.  The original of any guarantee executed in connection with the Mortgage
Note.

16.  Verification of employment and income except for Mortgage Loans
originated under a Limited Documentation Program, a)1 in accordance with
Seller's underwriting guidelines.

17.  Verification of acceptable evidence of source and amount of down
payment, in accordance with Seller's underwriting guidelines.

18.  Photograph of the Mortgaged Property (may be part of appraisal).

19.  Survey of the Mortgaged Property, if any.

20.  Sales contract, if applicable.

21.  If available, termite report, structural engineer's report, water
potability and septic certification.

22.  Any original security agreement, chattel mortgage or equivalent executed
in connection with the Mortgage.

23.  With respect to each adjustable rate Mortgage Loan, a statement to the
effect that the Mortgagor bass received all disclosure materials required by
applicable law with respect to the making of adjustable rate Mortgage Loans.

EXHIBIT C

UNDERWRITING GUIDELINES AS OF INITIAL CLOSING DATE

 

[ ** ]

 

 

MORTGAGE LOAN PURCHASE and SALE AGREEMENT

Between

E*TRADE BANK, as Purchaser

And

E-LOAN, as Seller

Dated as of October 1, 2001



ARTICLE I  DEFINITIONS  *
Section 1.01  Defined Terms.  *



ARTICLE II  PURCHASE OF MORTGAGE LOANS; RECORD TITLE AND POSSESSION OF
MORTGAGE FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS  *
Section 2.01  Agreement to Purchase.  *

Section 2.02  Purchase Price.  *

Section 2.03  Record Title and Possession of Mortgage Files  *

Section 2.04  Books and Records.  *

Section 2.05  Transfer of Mortgage Loans.  *

Section 2.06  Examination of Mortgage Files; Delivery of Mortgage Loan
Documents.  *

Section 2.07  Closing.  *



ARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE SELLER; REPURCHASE; REVIEW
OF MORTGAGE LOANS  *
Section 3.01  Representations and Warranties of the Seller.  *

Section 3.02  Representations and Warranties as to Individual Mortgage Loans.
*

Section 3.03  Repurchase; Substitution.  *

Section 3.04  Repurchase of Convertible Mortgage Loans.  *

Section 3.05  Repurchase of Mortgage Loans With Early Payment Defaults.  *

Section 3.06  Purchase Price Protection.  *



ARTICLE IV  THE SELLER  *
Section 4.01  Indemnification.  *

Section 4.02  Merger or Consolidation of the Seller.  *

Section 4.03  Limitation on Liability of the Seller and Others.  *



ARTICLE V  MISCELLANEOUS PROVISIONS  *
Section 5.01  Amendment.  *

Section 5.02  Recordation of Agreement.  *

Section 5.03  Governing Law.  *

Section 5.04  Notices.  *

Section 5.05  Severability of Provisions.  *

Section 5.06  Exhibits.  *

Section 5.07  General Interpretive Principles.  *

Section 5.08  Reproduction of Documents.  *

Section 5.09  Recordation of Assignments of Mortgage.  *

Section 5.10  Assignment  *

Section 5.11  No Partnership.  *

Section 5.12  Counterparts; Successors and Assigns.  *

Section 5.13  Entire Agreement.  *

Section 5.14  No Solicitation.  *

Section 5.15  Termination.  *

Section 5.16  Cooperation of Seller with a Reconstitution.  *







EXHIBIT A MORTGAGE LOAN SCHEDULE  *

EXHIBIT B CONTENTS OF MORTGAGE FILE  *

EXHIBIT C UNDERWRITING GUIDELINES AS OF INITIAL CLOSING DATE  *