MBIA


                         NOTE GUARANTY INSURANCE POLICY

                                                          POLICY NUMBER: 37730

OBLIGATIONS:            $665,222,000
                        GMACM Home Equity Loan Trust  2002-HE2 GMACM Home Equity
                        Loan-Backed Notes, Series 2002-HE2 Class A-1, Class A-2,
                        Class A-3, Class A-4, Class A-5 and Class A-IO

        MBIA Insurance  Corporation  (the  "Insurer"),  in  consideration of the
payment of the premium and subject to the terms of this Note Guaranty  Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Owner that an amount  equal to each full and  complete  Insured  Amount  will be
received  from  the  Insurer  by  Wells  Fargo  Bank  Minnesota,  N.A.,  or  its
successors,  as indenture trustee for the Owners (the "Indenture  Trustee"),  on
behalf of the Owners, for distribution by the Indenture Trustee to each Owner of
each  Owner's   proportionate   share  of  the  Insured  Amount.  The  Insurer's
obligations  hereunder  with  respect to a  particular  Insured  Amount shall be
discharged  to the  extent  funds  equal to the  applicable  Insured  Amount are
received  by the  Indenture  Trustee,  whether or not those  funds are  properly
applied by the Indenture Trustee.  Insured Amounts will be made only at the time
set  forth  in the  Policy,  and no  accelerated  Insured  Amounts  will be made
regardless of any acceleration of the Obligations, unless the acceleration is at
the sole option of the Insurer.

        Notwithstanding  the  foregoing  paragraph,  this  Policy does not cover
shortfalls,  if any,  attributable  to the  liability of the Trust Estate or the
Indenture  Trustee  for  withholding  taxes,  if  any  (including  interest  and
penalties in respect of any such liability),  Interest  Shortfalls or Relief Act
Shortfalls.

        The Insurer will pay any Insured  Amount that is a Preference  Amount on
the  Business  Day  following  receipt on a Business Day by the Fiscal Agent (as
described  below) of (a) a certified copy of the order requiring the return of a
preference payment,  (b) an opinion of counsel  satisfactory to the Insurer that
such order is final and not subject to appeal, (c) an assignment in such form as
is reasonably required by the Insurer,  irrevocably assigning to the Insurer all
rights and claims of the Owner  relating  to or  arising  under the  Obligations
against the debtor which made such preference  payment or otherwise with respect
to such  preference  payment  and (d)  appropriate  instruments  to  effect  the
appointment  of the  Insurer  as agent for such  Owner in any  legal  proceeding
related  to  such  preference   payment,   such  instruments  being  in  a  form
satisfactory to the Insurer,  provided that if such documents are received after
12:00 noon,  New York City time, on such Business Day, they will be deemed to be
received on the following  Business Day. Such payments shall be disbursed to the
receiver  or  trustee  in  bankruptcy  named in the  final  order  of the  court
exercising  jurisdiction  on behalf  of the Owner and not to any Owner  directly
unless such Owner has returned  principal or interest paid on the Obligations to
such  receiver or trustee in  bankruptcy,  in -which case such payment  shall be
disbursed to such Owner.


<PAGE>

        The Insurer  will pay any other amount  payable  hereunder no later than
12:00 noon,  New York City time,  on the later of the Payment  Date on which the
related Deficiency Amount is due or the second Business Day following receipt in
New York,  New York on a Business  Day by State  Street Bank and Trust  Company,
N.A., as Fiscal Agent for the Insurer,  or any successor  fiscal agent appointed
by the Insurer (the "Fiscal Agent"), of a Notice (as described below),  provided
that if such Notice is received  after 12:00 noon,  New York City time,  on such
Business Day, it will be deemed to be received on. the  following  Business Day.
If any such  Notice  received  by the Fiscal  Agent is not in proper  form or is
otherwise  insufficient for the purpose of making claim  hereunder,  it shall be
deemed  not to have been  received  by the  Fiscal  Agent for  purposes  of this
paragraph,  and the  Insurer  or the  Fiscal  Agent,  as the case may be,  shall
promptly so advise the Indenture Trustee and the Indenture Trustee may submit an
amended Notice.

        Insured Amounts due hereunder,  unless otherwise stated herein,  will be
disbursed by the Fiscal Agent to the  Indenture  Trustee on behalf of the Owners
by wire  transfer of  immediately  available  funds in the amount of the Insured
Amount less, in respect of Insured  Amounts related to Preference  Amounts,  any
amount held by the Indenture  Trustee for the payment of such Insured Amount and
legally available therefor.

        The Fiscal Agent is the agent of the Insurer only,  and the Fiscal Agent
shall in no event be liable to Owners  for any acts of the  Fiscal  Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.

        Subject to the terms of the  Agreement,  the Insurer shall be subrogated
to the rights of each Owner to receive  payments  under the  Obligations  to the
extent of any payment by the Insurer hereunder.

        As used herein, the following terms shall have the following meanings:

        "Agreement"  means the Indenture  dated as of March 26, 2002,  among the
GMACM Home Equity Loan Trust 2002-HE2,  as Issuer, and the Indenture Trustee, as
indenture trustee, without regard to any amendment or supplement thereto, unless
such amendment or supplement has been approved in writing by the Insurer.

        "Business Day" means any day other than (a) a Saturday or a Sunday (b) a
day on which the Insurer is closed or (c) a day on which banking institutions in
New  York  City or in the  city in  which  the  corporate  trust  office  of the
Indenture  Trustee under the Agreement is located are authorized or obligated by
law or executive order to close.

        "Deficiency  Amount"  means (a) with  respect to any Payment  Date,  the
amount by which the  aggregate  amount of accrued  interest  on the  Obligations
(excluding  any Relief Act  Shortfalls  for such Payment Date) at the respective
Note  Rates on such  Payment  Date  exceeds  the  amount on  deposit in the Note
Payment Account  available for interest  distributions  on such Payment Date and
(b)(i) with respect to any Payment Date that is not the Final Payment Date,  any
Liquidation  Loss Amount for such Payment Date, to the extent not distributed as
part  of the  Liquidation  Loss  Distribution  Amount  on such  Payment  Date or
reflected  in a  reduction  in the  Overcollateralization  Amount or (ii) on the
Final Payment Date, the aggregate  outstanding balance of the Obligations to the
extent otherwise not paid on such date.
<PAGE>

        "Insured Amount" means (a) as of any Payment Date, any Deficiency Amount
and (b) any Preference Amount.

        "Notice" means the telephonic or telegraphic notice,  promptly confirmed
in writing by facsimile  substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified mail,
from the Indenture Trustee  specifying the Insured Amount which shall be due and
owing on the applicable Payment Date.

        "Owner" means each  Noteholder (as defined in the Agreement) who, on the
applicable  Payment  Date,  is  entitled  under  the  terms  of  the  applicable
Obligations to payment thereunder.

        "Preference Amount" means any amount previously  distributed to an Owner
on the  Obligations  that is recoverable and sought to be recovered as avoidable
preference by a trustee in bankruptcy  pursuant to the United States  Bankruptcy
Code (11  U.S.C.),  as  amended  from  time to time in  accordance  with a final
nonappealable order of a court having competent jurisdiction.

        "Relief Act Shortfalls" means current interest shortfalls resulting from
the  application  of the  Soldiers'  and Sailors'  Civil Relief Act of 1940,  as
amended.

        Capitalized  terms used herein and not  otherwise  defined  herein shall
have  the  respective  meanings  set  forth in the  Agreement  as of the date of
execution of this Policy,  without giving effect to any subsequent  amendment to
or modification of the Agreement  unless such amendment or modification has been
approved in writing by the Insurer.

        Any notice  hereunder  or service of process on the Fiscal  Agent may be
made at the address  listed below for the Fiscal Agent or such other  address as
the Insurer shall specify in writing to the Indenture Trustee.

        The notice address of the Fiscal Agent is 15th Floor,  61 Broadway,  New
York, New York 10006, Attention:  Municipal Registrar and Paying Agency, or such
other  address as the Fiscal  Agent shall  specify to the  Indenture  Trustee in
writing.

        THIS  POLICY  IS BEING  ISSUED  UNDER  AND  PURSUANT  TO,  AND  SHALL BE
CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.

        The   insurance   provided   by  this  Policy  is  not  covered  by  the
Property/Casualty  Insurance  Security  Fund  specified in Article 76 of the New
York Insurance Law.

        This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason, including payment, or provision being made for
payment, prior to maturity of the Obligations.



<PAGE>


        IN WITNESS  WHEREOF,  the  Insurer has caused this Policy to be executed
and attested this 26th day of March, 2002.

                                            MBIA INSURANCE CORPORATION



                                            ___/s/ Gary C. Dunton______________
                                           President

                                            ___/s/ Amy R. Gonch ______________
                                            Assistant Secretary



<PAGE>


                                    EXHIBIT A

                           TO NOTE GUARANTY INSURANCE
                              POLICY NUMBER: 37730

                           NOTICE UNDER NOTE GUARANTY
                         INSURANCE POLICY NUMBER: 37730

State Street Bank and Trust Company, N.A., as Fiscal Agent
    for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Registrar and
           Paying Agency

MBIA Insurance Corporation
113 King Street
Armonk, NY 10504

        The  undersigned,   a  duly  authorized  officer  of  Wells  Fargo  Bank
Minnesota, National Association, as indenture trustee (the "Indenture Trustee"),
hereby  certifies  to State  Street Bank and Trust  Company,  N.A.  (the "Fiscal
Agent") and MBIA Insurance  Corporation (the "Insurer"),  with reference to Note
Guaranty Insurance Policy Number:  37730 (the "Policy") issued by the Insurer in
respect of the  $665,222,000  GMACM Home Equity Loan Trust 2002-HE2,  GMACM Home
Equity  Loan-Backed  Notes,  Series  2002-HE2,  Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-IO (the "Obligations"), that:

               (a) the  Indenture  Trustee is the  indenture  trustee  under the
        Indenture  dated as of March 26,  2002  between  GMACM Home  Equity Loan
        Trust  2002-HE2,  as Issuer,  and the  Indenture  Trustee,  as indenture
        trustee for the Owners;

          (b) the amount due under clause (a) of the  definition  of  Deficiency
     Amount for any  Payment  Date  occurring  on  [________]  (the  "Applicable
     Payment Date") is $[---------];

          (c) the amount due under clause (b) of the  definition  of  Deficiency
     Amount for the Applicable Payment Date is $[_________];

          (d) the sum of the amounts listed in paragraphs (b) and (c) above is $
     [________] (the "Deficiency Amount "');

               (e)  the  amount  of  previously   distributed  payments  on  the
        Obligations that is recoverable and sought to be recovered as a voidable
        preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in
        accordance with a final  nonappealable order of a court having competent
        jurisdiction is $[________] (the "Preference Amount");
<PAGE>

               (f) the total  Insured  Amount due is  $[________],  which amount
          equals the sum of the Deficiency Amount and the Preference Amount;

               (g) the Indenture Trustee is making a claim under and pursuant to
        the terms of the Policy for the dollar amount of the Insured  Amount set
        forth in (d) above to be applied to the payment of the Deficiency Amount
        for the Applicable Payment Date in accordance with the Agreement and for
        the  dollar  amount of the  Insured  Amount set forth in (e) above to be
        applied to the payment of any Preference Amount; and

               (h) the  Indenture  Trustee  directs  that payment of the Insured
        Amount be made to the following account by bank wire transfer of federal
        or other immediately available funds in accordance with the terms of the
        Policy: [INDENTURE TRUSTEE'S ACCOUNT NUMBER].

        Any  capitalized  term used in this  Notice  and not  otherwise  defined
herein shall have the meaning assigned thereto in the Policy.

        Any Person  Who  Knowingly  And With  Intent To  Defraud  Any  Insurance
Company Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing  Any  Materially  False  Information,  Or Conceals For The Purpose Of
Misleading,   Information  Concerning  Any  Fact  Material  Thereto,  Commits  A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil
Penalty Not To Exceed Five  Thousand  Dollars And The Stated  Value Of The Claim
For Each Such Violation.

               IN WITNESS  WHEREOF,  the  Indenture  Trustee  has  executed  and
          delivered  this  Notice  under  the  Policy  as of  the  [__]day  of [
          _____________], [__].

                                               [NAME OF INDENTURE TRUSTEE], as
                                               Indenture Trustee

                                               By
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