Mortgage Loan Purchase Agreement
                        --------------------------------

                  Mortgage Loan Purchase Agreement (the "AGREEMENT"), dated as
of March 28, 2002 between ABN AMRO Mortgage Group, Inc. (the "SELLER") and ABN
AMRO Mortgage Corporation (the "PURCHASER").

                  Subject to the terms and conditions of this Agreement, the
Seller agrees to sell and the Purchaser agrees to purchase certain mortgage
loans (the "MORTGAGE LOANS") as described herein and as identified on the
Mortgage Loan Schedule defined in SECTION 2 hereof. The Mortgage Loans will be
purchased on a servicing released basis.

                  Now, therefore, in consideration of the premises and the
mutual agreements set forth herein, the parties agree as follows:

1.  PURCHASE AND SALE OF THE MORTGAGE LOANS.

         A. Pursuant to the terms hereof and upon satisfaction of the conditions
set forth herein, the Seller agrees to sell and the Purchaser agrees to
purchase, Mortgage Loans having the general characteristics set forth in this
Agreement and specifically identified on the Mortgage Loan Schedule, for the
Purchase Price set forth below in SECTION 3(A) hereof and having an aggregate
principal balance on and as of the date of such Mortgage Loan Schedule (the
"CUT-OFF DATE") of approximately $173,779,382 after deduction of principal
payments due on or before the Cut-Off Date (which amount may vary plus or minus
5% thereof), or such other aggregate principal balance 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 Closing Date (as defined
below).

         B. Subject to mutual agreement between the Purchaser and the Seller,
the closing for the purchase and sale of the Mortgage Loans shall take place on
March 28, 2002 (the "CLOSING DATE") at the office of Purchaser's counsel in New
York, New York or such other place as the parties shall agree.

2. MORTGAGE LOAN SCHEDULE. Attached to this Agreement as Schedule 1 is a listing
of the Mortgage Loans evidenced by promissory notes, mortgage notes or other
evidence of indebtedness (the "MORTGAGE NOTES") evidencing the indebtedness of
an obligor (the "MORTGAGOR") under the mortgages, deeds of trust or other
instruments securing a Mortgage Loan (the "MORTGAGES") to be purchased by and
delivered to the Purchaser on the Closing Date (as such may be amended prior to
the Closing Date by mutual agreement of the parties) (the "MORTGAGE LOAN
SCHEDULE"). The "Mortgage Loan Schedule" as of the Closing Date shall refer to
the Mortgage Loan Schedule as delivered on the Cut-Off Date related to such
Mortgage Loans to be purchased by or on behalf of the Purchaser pursuant to the
terms of this Agreement. The Mortgage Loan Schedule shall contain as to each
Mortgage Loan listed thereon, at a minimum, the Mortgage Loan information
indicated on SCHEDULE 2 hereto.



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3.  PURCHASE PRICE.

         A. In exchange for the Mortgage Loans, on the Closing Date, the
Purchaser shall transfer to the Seller by wire transfer in immediately available
funds the purchase price (the "PURCHASE PRICE") which is equal to the principal
balance thereof as of the Cut-Off Date plus any accrued and unpaid interest
thereon to such Cut-Off Date.

         B. The Purchaser shall be entitled to all scheduled payments of
principal and interest due with respect to the Mortgage Loans after the Cut-Off
Date, and all other recoveries of principal and interest collected after the
Cut-Off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-Off Date). The Seller shall be entitled to all
scheduled payments of principal and interest due with respect to the Mortgage
Loans on or before the Cut-Off Date, and all other recoveries of principal and
interest collected on or before the Cut-Off Date (other than in respect of
principal and interest on the Mortgage Loans due after the Cut-Off Date). The
principal balance of each Mortgage Loan as of the Cut-Off Date is determined
after deduction of payments of principal due on or before the Cut-Off Date
whether or not collected. Therefore, payments of scheduled principal and
interest prepaid for a date due following the Cut-Off Date shall not be deducted
from the principal balance as of the Cut-Off Date but such prepaid amounts shall
belong to and be promptly remitted to the Purchaser.

4.  EXAMINATION OF MORTGAGE FILES.

         Prior to the Closing Date, the Seller will have made files for each
Mortgage Loan, that consist at least of the documents listed on SCHEDULE 3
attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and
collectively, the "MORTGAGE FILES"), available to the Purchaser or its agents,
for examination at the Seller's offices or such other location as shall
otherwise be agreed upon by the Purchaser and the Seller. The Purchaser may
purchase all or part of the Mortgage Loans with or without conducting any
partial or complete examination. The fact that the Purchaser or its agents have
conducted or have failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's rights under this Agreement,
including, but not limited to, the rights to demand repurchase, substitution or
other relief as provided in this Agreement.

5.  TRANSFER OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES.

         A. On the Closing Date, subject to the satisfaction of the terms and
conditions hereof, the Seller shall sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms of
this Agreement, all right, title and interest of the Seller in and to the
Mortgage Loans and all proceeds thereof, wherever located, including without
limitation, all amounts in respect of principal and interest received or
receivable with respect to Mortgage Loan payments due after the Cut-Off Date
(and including scheduled payments of principal and interest due after the
Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not
including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), together with the proceeds of any related mortgage
insurance policies. Such transfer shall be made


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directly to the Purchaser in accordance with the letter delivered to the Seller
by the Purchaser attached hereto as EXHIBIT A (the "INSTRUCTION LETTER"). The
Seller's records will accurately reflect the sale of each Mortgage Loan to the
Purchaser.

         B. The ownership of each Mortgage Loan and the related Mortgage Note,
the Mortgage and the contents of the related Mortgage File shall be, upon
satisfaction of SUBSECTION 5(A) hereof, vested in the Purchaser and the
ownership of all records and documents with respect to such Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately
vest in the Purchaser and shall be retained and maintained by the Seller at the
will and for the benefit of the Purchaser in a custodial capacity only. The
Seller shall deliver to the Purchaser or its agent in accordance with the
instructions set forth in EXHIBIT A, simultaneously with the execution and
delivery of this Agreement or prior to the Closing Date, all of the documents
pertaining to each Mortgage Loan.

         C. The transfer of the Mortgage Loans as described herein shall be
absolute and is intended by the parties to be a sale. In the event that a court
deems the conveyance set forth herein not to constitute a sale, the Seller shall
have granted to the Purchaser and the Trustee (as defined in the Pooling and
Servicing Agreement, dated as of March 1, 2002 (the "POOLING AND SERVICING
AGREEMENT"), among the Purchaser, as depositor, ABN AMRO Mortgage Group, Inc.,
as servicer, and JPMorgan Chase Bank, as trustee) a first priority security
interest in the Mortgage Loans and in the proceeds thereof of any kind or nature
whatsoever, and in the proceeds of any related insurance policies, subject to
the satisfaction or waiver of the conditions set forth in SECTION 11 hereof, and
shall take, or shall cause to have been taken, all steps necessary prior to the
Closing Date to perfect such security interest in the Purchaser.

6.  BOOKS AND RECORDS.

         On the Closing Date, following the sale of the Mortgage Loans to the
Purchaser, title to each Mortgage and the related Mortgage Note shall be
transferred to the Purchaser or its assignee in accordance with this Agreement.
All rights arising out of the Mortgage Loans after the Cut-Off Date including,
but not limited to, any and all funds received on or in connection with a
Mortgage Loan and due after the Cut-Off Date shall be received and held by the
Seller in a custodial capacity for the benefit of the Purchaser or its assignee
as the owner of the Mortgage Loans in accordance herewith and shall be delivered
or caused to be delivered by the Seller to the Purchaser or its assignee on or
immediately following the Closing Date. Any funds received by the Seller, the
Purchaser or the Servicer (as defined in the Pooling and Servicing Agreement)
after the Cut-Off Date but due prior to the Cut-Off Date shall remain the
property of the Seller and shall be promptly remitted to the Seller.

7.  FURTHER ACTIONS; FINANCING STATEMENTS.

         A. In furtherance of the provisions of SECTION 5(C) hereof, the Seller
agrees to take or cause to be taken such further actions to execute, deliver and
file or cause to be executed, delivered and filed, such further documents and
instruments (including, without limitation, any UCC financing


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statements) as may be necessary, or as the Purchaser may reasonably request, in
order to perfect and maintain the security interest created pursuant to said
section and to otherwise fully effectuate the purposes, terms and conditions of
this Agreement, and the Purchaser shall cooperate in any such action.

         B. The Seller shall: (i) promptly execute, deliver, and file any
financing statements, amendments, continuation statements, assignments,
certificates and other documents with respect to such security interest as may
be necessary to enable the Purchaser to perfect or to maintain the perfection of
such security interest, each in form and substance satisfactory to the
Purchaser; and the Seller hereby grants to the Purchaser, subject to the
satisfaction or waiver of the conditions set forth in SECTION 11 hereof, the
right, at the Purchaser's option, to file any or all such financing statements,
amendments, continuation statements, assignments, certificates and other
documents pursuant to the UCC and otherwise without its signature and hereby
irrevocably appoints the Purchaser, subject to the satisfaction or waiver of the
conditions set forth in SECTION 11 hereof, as its attorney-in-fact to execute,
deliver and file any such financing statements, amendments, continuation
statements, assignments, certificates and other documents in the Seller's name
and to perform all other acts which the Purchaser deems appropriate to perfect
or to maintain the perfection of the security interest; and (ii) notify the
Purchaser within five (5) days after the occurrence of any of the following: (A)
any change in the Seller's corporate name or any trade name; (B) any change in
the Seller's location of its chief executive office or principal place of
business; and (C) any merger or consolidation or other change in Seller's
identity or material change in its corporate structure.

8.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER.

         A. The Seller hereby represents and warrants to the Purchaser as of the
Closing Date (or such other date as is specified in the related representation
or warranty) as follows:

                  i. The Seller has been duly created and is validly existing as
a corporation under the laws of the State of Delaware;

                  ii. The execution and delivery of this Agreement by the Seller
and its performance of and compliance with the terms of this Agreement will not
violate the Seller's charter or by-laws or will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other material agreement
or instrument to which the Seller is a party or by which the Seller or to which
any of the property or assets of the Seller is subject;

                  iii. This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid and legally binding obligation of
the Seller, enforceable against the Seller in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles, regardless of whether such enforcement is
considered in a proceeding in equity or at law;


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                  iv. The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Seller or its properties or might have consequences that would
affect its performance hereunder;

                  v. No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit its entering into
this Agreement or performing its obligations under this Agreement;

                  vi. The Seller is an approved conventional seller/servicer for
FNMA or FHLMC in good standing;

                  vii. The consummation of the transactions contemplated by this
Agreement are 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 is not subject to the bulk transfer or any
similar statutory provisions in effect in the State of Michigan;

                  viii.  With respect to each Mortgage Loan:

                                    (a) that the information set forth in the
Mortgage Loan Schedule appearing as an exhibit to this Agreement is true and
correct in all material respects at the date or dates respecting which such
information is furnished as specified therein;

                                    (b) the Seller is the sole owner and holder
of each Mortgage Loan free and clear of all liens, pledges, charges or security
interests of any nature and has full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell and assign the
same;

                                    (c) no payment of principal of or interest
on or in respect of any Mortgage Loan is 30 days or more past due from the Due
Date of such payment;

                                    (d) to the best of the Seller's knowledge,
as of the date of the transfer of the Mortgage Loans to the Purchaser, there is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage;

                                    (e) there is no proceeding pending, or to
the best of the Seller's knowledge, threatened for the total or partial
condemnation of any of the real property, together with any improvements
thereto, securing the indebtedness of the Mortgagor under the related Mortgage
Loan (the "MORTGAGED PROPERTY") and the Mortgaged Property is free of material
damage and is in good repair and neither the Mortgaged Property nor any
improvement located on or being part of the Mortgaged Property is in violation
of any applicable zoning law or regulation;



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                                    (f) that each Mortgage Loan complies in all
material respects with applicable state or federal laws, regulations and other
requirements, pertaining to usury, equal credit opportunity and disclosure laws,
and each Mortgage Loan was not usurious at the time of origination;

                                    (g) to the best of the Seller's knowledge,
all insurance premiums previously due and owing with respect to each Mortgaged
Property have been paid and all taxes and governmental assessments previously
due and owing, and which may become a lien against the Mortgaged Property, with
respect to the Mortgaged Property have been paid;

                                    (h) that each Mortgage Note and the related
Mortgage are genuine and each is the legal, valid and binding obligation of the
maker thereof, enforceable in accordance with its terms except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law); all parties to the Mortgage Note and the
Mortgage had legal capacity to execute the Mortgage Note and the Mortgage; and
each Mortgage Note and Mortgage have been duly and properly executed by the
Mortgagor;

                                    (i) that each Mortgage is a valid and
enforceable first lien on the property securing the related Mortgage Note, and
that each Mortgage Loan is covered by an ALTA mortgagee title insurance policy
or other form of policy or insurance generally acceptable to FNMA or FHLMC,
issued by, and is a valid and binding obligation of, a title insurer acceptable
to FNMA or FHLMC insuring the originator, its successor and assigns, as to the
lien of the Mortgage in the original principal amount of the Mortgage Loan
subject only to (a) the lien of current real property taxes and assessments not
yet due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of such
Mortgage acceptable to mortgage lending institutions in the area in which the
Mortgaged Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage Loan and
(c) such other matters to which like properties are commonly subject which do
not individually, or in the aggregate, materially interfere with the benefits of
the security intended to be provided by the Mortgage;

                                    (j) neither the Seller nor any prior holder
of any Mortgage has, except as the Mortgage File may reflect, modified the
Mortgage in any material respect; satisfied, cancelled or subordinated such
Mortgage in whole or in part; released such Mortgaged Property in whole or in
part from the lien of the Mortgage; or executed any instrument of release,
cancellation, modification or satisfaction;

                                    (k) that each Mortgaged Property consists of
a fee simple estate or condominium form of ownership in real property;



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                                    (l) the condominium projects that include
the condominiums that are the subject of any condominium loan are generally
acceptable to FNMA or FHLMC;

                                    (m) no foreclosure action is threatened or
has been commenced (except for the filing of any notice of default) with respect
to the Mortgage Loan; and except for payment delinquencies not in excess of 30
days, to the best of the Seller's knowledge, 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 of acceleration; and the Seller has not waived any default,
breach, violation or event of acceleration;

                                    (n) that each Mortgage Loan was originated
on FNMA or FHLMC uniform instruments for the state in which the Mortgaged
Property is located;

                                    (o) that based upon a representation by each
Mortgagor at the time of origination or assumption of the applicable Mortgage
Loan, _____% of the Mortgage Loans measured by principal balance were to be
secured by primary residences and no more than _____% of the Mortgage Loans
measured by principal balance were to be secured by second homes;

                                    (p) that an appraisal of each Mortgaged
Property was conducted at the time of origination of the related Mortgage Loan,
and that each such appraisal was conducted in accordance with FNMA or FHLMC
criteria, on FNMA or FHLMC forms and comparables on at least three properties
were obtained;

                                    (q) that no Mortgage Loan had a
Loan-to-Value Ratio at origination in excess of 95%;

                                    (r) the Mortgage Loans were not selected in
a manner to adversely affect the interests of the Purchaser and the Seller knows
of no conditions which reasonably would cause it to expect any Mortgage Loan to
become delinquent or otherwise lose value;

                                    (s) each Mortgage Loan was either (A)
originated directly by or closed in the name of either: (i) a savings and loan
association, savings bank, commercial bank, credit union, insurance company, or
similar institution which is supervised and examined by a federal or state
authority or (ii) a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing Act or (B)
originated or underwritten by an entity employing underwriting standards
consistent with the underwriting standards of an institution as described in
subclause (A)(i) or (A)(ii) above;

                                    (t) each Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G of the Internal Revenue Code of
1986, without regard toss.1.860 G-2(f) of the REMIC provisions or any similar
rule;



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                                    (u) each Mortgage Loan that has a
Loan-to-Value Ratio at origination in excess of 80% is covered by a primary
mortgage insurance policy; and

                                    (v) that no Mortgage Loan permits negative
amortization or the deferral of accrued interest.

                  It is understood and agreed that the representations and
         warranties set forth in this SECTION 8 shall survive the sale of the
         Mortgage Loans to the Purchaser and shall inure to the benefit of the
         Purchaser, notwithstanding any restrictive or qualified endorsement on
         any Mortgage Note (or lost note affidavit and indemnity) or assignment
         of Mortgage or the examination of any Mortgage File.

                  Upon discovery by either the Seller, the Purchaser or its
         designees of a breach of any of the foregoing representations or
         warranties of the Seller which materially and adversely affects (1) the
         value of any of the Mortgage Loans actually delivered or (2) the
         interests of the Purchaser therein, the party discovering such breach
         shall give prompt written notice to the other. Within 90 (ninety) days
         of its discovery or its receipt of notice of any such breach of a
         representation or warranty, the Seller shall, with respect to the
         Mortgage Loan(s) to which such breach relates, either (i) cure such
         breach in all material respects (except for a breach of that portion of
         the representation and warranty relating to any casualty from the
         presence of hazardous waste or hazardous substances), (ii) repurchase
         such Mortgage Loan or Mortgage Loans (or any property acquired in
         respect thereof) from the Purchaser at the Purchase Price, as adjusted
         for the then current principal balance or (iii) within the 90
         (ninety)-day period following the Closing Date substitute another
         mortgage loan for such Mortgage Loan. Such substitute mortgage loan
         shall on the date of substitution, (a) have a principal balance not in
         excess of the principal balance of the defective Mortgage Loan, (b) be
         accruing interest at a rate of interest at least equal to that of the
         defective Mortgage Loan, (c) have a remaining term to stated maturity
         not greater than, and not more than two years less than, that of the
         Mortgage Loan so substituted, (d) have an original loan-to-value ratio
         not higher than that of the Mortgage Loan so substituted and a current
         loan-to-value ratio not higher than that of the Mortgage Loan so
         substituted, and (e) comply with all the representations and warranties
         relating to Mortgage Loans set forth herein, as of the date of
         substitution (such mortgage loan being referred to herein as a
         "QUALIFYING SUBSTITUTE MORTGAGE LOAN"). Except as set forth in SECTION
         12 hereof, it is understood and agreed that the obligations of the
         Seller set forth in this SECTION 8 to cure, substitute for or
         repurchase a defective Mortgage Loan constitute the sole remedies of
         the Purchaser respecting a breach of the foregoing representations and
         warranties.

                  The Purchaser, upon receipt by it of the full amount of the
         Purchase Price as adjusted for the then current principal balance for a
         Mortgage Loan that is repurchased, or upon receipt of the Mortgage File
         for a Qualifying Substitute Mortgage Loan for a Mortgage Loan that is
         substituted or repurchased, shall release or cause to be released and
         reassign to the Seller the related Mortgage File for the Mortgage Loan
         that is substituted and shall execute


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         and deliver such instruments of transfer or assignment, in each case
         without recourse, representation, or warranty, as shall be necessary to
         vest in the Seller or its designee or assignee title to any such
         substituted Mortgage Loan released pursuant hereto, free and clear of
         all security interests, liens and other encumbrances created by this
         Agreement, which instruments shall be prepared by the Seller at its
         expense and shall be reasonably acceptable to the Purchaser, and the
         Purchaser shall have no further responsibility with respect to the
         Mortgage File relating to such Mortgage Loan that is substituted.

                  Any cause of action against the Seller or relating to or
         arising out of the breach of any representations and warranties made in
         this SECTION 8 shall accrue as to any Mortgage Loan upon (i) discovery
         of such breach by the Purchaser or notice thereof by the Seller to the
         Purchaser, (ii) failure by the Seller to cure such breach, repurchase
         such Mortgage Loan or substitute a Qualifying Substitute Mortgage Loan
         as specified above, and (iii) demand upon the Seller by the Purchaser
         for all amounts payable in respect of such Mortgage Loan.

9.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER.

         A. The Purchaser hereby represents and warrants to the Seller, as of
the date hereof (or such other date as is specified in the related
representation or warranty) as follows:

                  i. The Purchaser is a corporation duly formed and validly
existing under the laws of the State of Delaware;

                  ii. The execution and delivery of this Agreement by the
Purchaser and its performance of and compliance with the terms of this Agreement
will not violate the Purchaser's corporate charter or by-laws or will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the Purchaser is a
party or by which the Purchaser or to which any property or assets of the
Purchaser is subject;

                  iii. This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid and legally binding obligation of
the Purchaser, enforceable against the Purchaser in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles, regardless of whether such enforcement is
considered in a proceeding in equity or at law;

                  iv. The Purchaser is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which the Purchaser default might have
consequences that would materially and adversely affect the condition (financial
or other) or operations of the Purchaser or its properties or might have
consequences that would affect its performance hereunder; and



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                  v. No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit its entering
into this Agreement or performing its obligations under this Agreement;

10. PURCHASER'S CONDITIONS TO CLOSING. The obligations of the Purchaser under
this Agreement shall be subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:

         A. The obligations of the Seller required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Seller under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Purchaser shall have received a certificate to
that effect signed by an Authorized Officer (as defined below) of the Seller.

         B. The Purchaser or the Purchaser's document custodian shall have
received, or the Purchaser's attorney shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Purchaser, duly executed by all signatories other than the Purchaser, as
required pursuant to the respective terms thereof:

                  i. An assignment or assignments of the Mortgage Loans to the
Purchaser substantially in the form attached hereto as EXHIBIT B with such
changes as are required to adapt the assignment to the proper form in the
jurisdiction where the related Mortgage Property is located, and each original
Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally
or by facsimile, without recourse, to the Purchaser, in each case in accordance
with the instructions set forth in EXHIBIT A attached hereto, which assignment
or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be
delivered to and held by the Purchaser or its agent on behalf of the Purchaser;

                  ii. The Mortgage Loan Schedule prepared by Purchaser dated as
of the related Closing Date and attached hereto;

                  iii. A certificate signed by an officer, which officer may be
either a senior vice president, a vice president, an assistant vice president or
assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date,
substantially in the form attached hereto as EXHIBIT C, to the parties hereto,
and attached thereto copies of the charter and by-laws and a Good Standing
Certificate or a memorandum setting forth the verbal assurances from the
appropriate regulatory authorities with respect to the Seller will be
immediately forthcoming; and

                  iv. An opinion of Seller's counsel in substantially the form
attached hereto as EXHIBIT D.



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                  v. A security release certification, in a form acceptable to
the Purchaser, executed by the appropriate mortgagee or secured party, if any of
the Mortgage Loans have at any time been subject to any security interest,
pledge or hypothecation for the benefit of such person.

         C. The Seller will furnish to the Purchaser such other certificates of
its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Purchaser and its attorney may
reasonably request.

11. SELLER'S CONDITIONS TO CLOSING. The obligations of the Seller under this
Agreement shall be subject to the satisfaction, on or prior to the Closing Date,
of the following conditions:

         A. The obligations of the Purchaser required to be performed by it on
or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Seller shall have received a certificate to that
effect signed by an Authorized Officer of the Purchaser;

         B. The Seller shall have received, or the Seller's attorney shall have
received in escrow, a certificate signed by an Authorized Officer of the
Purchaser dated as of the Closing Date, in the form acceptable to the parties
hereto, and attached thereto the resolutions of the Purchaser authorizing the
transactions contemplated by this Agreement, together with copies of the
Articles of Association and by-laws as of a recent date with respect to the
Purchaser; and

         C. The Purchaser will furnish to the Seller such other certificates of
its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Seller and its attorney may
reasonably request.

12.  INDEMNIFICATION.

         A. The Seller agrees to indemnify and hold harmless the Purchaser
against any and all losses, claims, expenses, damages or liabilities to which
Purchaser may become subject, insofar as such losses, claims, expenses, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any representation or warranty made by the Seller in SECTION 8(A)(I) THROUGH
SECTION 8(A)(VII) hereof on which Purchaser has relied, being, or alleged to be,
materially untrue or incorrect. This indemnity will be in addition to any
liability which the Seller may otherwise have.

         B. The Purchaser agrees to indemnify and hold harmless the Seller
solely in its capacity as seller of the Mortgage Loans against any and all
losses, claims, expenses, damages or liabilities to which the Seller may become
subject, insofar as such losses, claims, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any representation or
warranty made by the Purchaser in SECTION 9 hereof on which the Seller has
relied, being, or alleged to be, materially


                                      -11-

<PAGE>



untrue or incorrect (notwithstanding the Purchaser's lack of knowledge with
respect to the substance of any representation or warranty to which SECTION 9
applies which is made to the best of the Purchaser's knowledge). This indemnity
will be in addition to any liability which the Purchaser may otherwise have.

         C. Promptly after receipt by either the Purchasers or the Seller of
notice of the commencement of any action or proceeding in any way relating to or
arising from this Agreement, such party will notify the other party of the
commencement thereof; but the omission so to notify the party from whom
indemnification is sought (the "Indemnifying Party") will not relieve the
Indemnifying Party from any liability which it may have to the party seeking
indemnification (the "Indemnified Party") except to the extent that the
Indemnifying Party is adversely affected by the lack of notice. In case any such
action is brought against the Indemnified Party, and it notifies the
Indemnifying Party of the commencement thereof, the Indemnifying Party will be
entitled to participate in the defense (with the consent of the Indemnified
Party which shall not be unreasonably withheld) of such action at the
Indemnifying Party's expense.

13. NOTICES. All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed, by registered or
certified mail, return receipt requested, or, if by other means, when received
by the other party. Notices to the Seller shall be directed to InterFirst, 777
East Eisenhower Parkway, Ann Arbor, Michigan 48108, Attention: Steve Kapp - Vice
President with a copy to ABN AMRO Mortgage Group, Inc., 2600 West Big Beaver
Road, Troy, Michigan 48084, Attention: Thomas E. Reiss - Assistant Secretary;
and notices to the Purchaser shall be directed to ABN AMRO Mortgage Corporation,
135 South LaSalle Street, Suite 925, Chicago, Illinois 60603, Attention: Maria
Fregosi - First Vice President - ABN AMRO Mortgage Operations, with a copy to
ABN AMRO North America, Inc. 135 South LaSalle Street, Chicago, Illinois 60603,
Attention: Kirk Flores - Associate General Counsel; or such other addresses as
may hereafter be furnished to the other party by like notice.

14. TERMINATION. This Agreement may be terminated (a) by the mutual consent of
the parties hereto, or (b) by the Purchaser if the conditions to the Purchaser's
obligations to closing set forth under SECTION 10 hereof are not fulfilled as
and when required to be fulfilled or (c) by the Seller if the Purchaser's
obligations under SECTION 11 hereof are not fulfilled as and when required. In
the event of a termination pursuant to SECTION 14(B), the Seller agrees that it
will pay the out-of-pocket fees and expenses of the Purchaser in connection with
the transactions contemplated by this Agreement and in the event of a
termination pursuant to SECTION 14(C), the Purchaser agrees that it will pay the
out-of-pocket fees and expenses of the Seller in connection with the
transactions contemplated by this Agreement.

15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements contained in this Agreement, or in
certificates of officers of the Seller and the Purchaser submitted pursuant
hereto, shall remain operative and in full force and effect and shall survive
transfer and sale of the Mortgage Loans to the Purchaser.



                                      -12-

<PAGE>



16. SEVERABILITY. If any provision of this Agreement shall be prohibited or
invalid under applicable law, the Agreement shall be ineffective only to such
extent, without invalidating the remainder of this Agreement.

17. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but both of which together shall constitute
one and the same agreement.

18. GOVERNING LAW. This Agreement shall be deemed to have been made in the State
of New York and shall be interpreted in accordance with the laws of such state
without regard to the principles of conflicts of law of such state.

19. FURTHER ASSURANCES. The Seller and the Purchaser agree to execute and
deliver such instruments and take such actions as the other party may, from time
to time, reasonably request in order to effectuate the purpose and to carry out
the terms of this Agreement.

20. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the Seller and the Purchaser and their
permitted successors and assigns. The Seller acknowledges and agrees that the
Purchaser may assign its rights under this Agreement. Any person into which the
Seller may be merged or consolidated (or any person resulting from any merger or
consolidation involving the Seller), or any person succeeding to the business of
the Seller shall be considered the "successor" of the Seller hereunder. Except
as provided in the two preceding sentences, this Agreement cannot be assigned,
pledged or hypothecated by any party hereto without the written consent of the
other party to this Agreement. Notwithstanding anything to the contrary in this
SECTION 20, the parties hereto agree that the Purchaser has the right to assign
its rights and interest in, to and under SECTION 8 hereof.

21. AMENDMENTS. No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.




                                      -13-

<PAGE>



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

                                             ABN AMRO Mortgage Group, Inc.,
                                             as Seller


                                             By:
                                                ------------------------------
                                             Name:    Joseph E. Krul
                                             Title:   Executive Vice President





<PAGE>



                                             ABN AMRO Mortgage Corporation,
                                             as Purchaser


                                             By:
                                                ------------------------------
                                             Name:    Daniel J. Fischer
                                             Title:   Vice President





<PAGE>



                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE
                             ----------------------








<PAGE>



                                   SCHEDULE 2

                       MORTGAGE LOAN SCHEDULE INFORMATION
                       ----------------------------------

         Each Mortgage Loan shall be identified by at least the following
details, among others, relating to each Mortgage Loan:

             (i)           the loan number of the Mortgage Loan and name of the
                           related Mortgagor;

             (ii)          the street address of the Mortgaged Property
                           including city, state and zip code;

             (iii)         the mortgage interest rate as of the Cut-Off Date;

             (iv)          the original term and maturity date of the related
                           Mortgage Note;

             (v)           the original principal balance;

             (vi)          the first payment date;

             (vii)         the monthly payment in effect as of the Cut-Off Date;

             (viii)        the date of the last paid installment of interest;

             (ix)          the unpaid principal balance as of the close of
                           business on the Cut-Off Date;

             (x)           the loan-to-value ratio at origination;

             (xi)          the type of property;

             (xii)         whether a primary mortgage insurance policy is in
                           effect as of the Cut-Off Date;

             (xiii)        the nature of occupancy at origination;

             (xiv)         the servicing fee;

             (xv)          the county in which the Mortgaged Property is
                           located, if available; and

             (xvi)         the closing date.



<PAGE>



                                   SCHEDULE 3

                            MORTGAGE FILE INFORMATION
                            -------------------------


         Each Mortgage File shall include at least the following documents,
among others, with respect to each Mortgage Loan transferred and assigned from
the Seller to the Purchaser, or its agent:

         (i)       the original Mortgage Note (or, if the original Mortgage Note
                   has been lost or destroyed, a lost note affidavit and
                   indemnity) bearing all intervening endorsements endorsed,
                   "Pay to the order of JPMorgan Chase Bank for the benefit of
                   the Certificateholders of ABN AMRO Mortgage Corporation
                   Series 2002-3 Attn: Corporate Trust Department, 600 Travis
                   Street, Houston, TX 77002, without recourse" and signed in
                   the name of the mortgagee at the request of the Seller by an
                   Authorized Officer showing an unbroken chain of title from
                   the originator thereof to the person endorsing;

         (ii)      (a) the original Mortgage with evidence of recording thereon,
                   and if the Mortgage was executed pursuant to a power of
                   attorney, a certified true copy of the power of attorney
                   certified by the recorder's office, with evidence of
                   recording thereon, or certified by a title insurance company
                   or escrow company to be a true copy thereof; PROVIDED, that
                   if such original Mortgage or power of attorney cannot be
                   delivered with evidence of recording thereon on or prior to
                   the Closing Date because of a delay caused by the public
                   recording office where such original Mortgage has been
                   delivered for recordation or because such original Mortgage
                   has been lost, the Seller shall deliver or cause to be
                   delivered to the Purchaser (with a copy to the Trustee (as
                   defined in the Pooling and Servicing Agreement)) a true and
                   correct copy of such Mortgage, together with (1) in the case
                   of a delay caused by the public recording office, a
                   certificate signed by an Authorized Officer of the Seller
                   stating that such original Mortgage has been dispatched to
                   the appropriate public recording official for recordation or
                   (2) in the case of an original Mortgage that has been lost, a
                   certificate by the appropriate county recording office where
                   such Mortgage is recorded or from a title insurance company
                   or escrow company indicating that such original was lost and
                   the copy of the original mortgage is a true and correct copy;

                   (b) the original assignment to "JPMorgan Chase Bank, as
                   Trustee," which assignment shall be in form and substance
                   acceptable for recording, or a copy certified by the Seller
                   as a true and correct copy of the original assignment which
                   has been sent for recordation. Subject to the foregoing, such
                   assignments may, if permitted by law, be by blanket
                   assignments for Mortgage Loans covering Mortgaged Properties
                   situated within the same county. If the assignment is in
                   blanket form, a copy of the assignment shall be included in
                   the related individual Mortgage File;




<PAGE>



         (iii)     the originals of any and all instruments that modify the
                   terms and conditions of the Mortgage Note, including but not
                   limited to modification, consolidation, extension and
                   assumption agreements including any adjustable rate mortgage
                   (ARM) rider, if any;

         (iv)      the originals of all required intervening assignments, if
                   any, with evidence of recording thereon, and if such
                   assignment was executed pursuant to a power of attorney, a
                   certified true copy of the power of attorney certified by the
                   recorder's office, with evidence of recording thereon, or
                   certified by a title insurance company or escrow company to
                   be a true copy thereof; PROVIDED, that if such original
                   assignment or power of attorney cannot be delivered with
                   evidence of recording thereon on or prior to the Closing Date
                   because of a delay caused by the public recording office
                   where such original assignment has been delivered for
                   recordation or because such original assignment has been
                   lost, the Seller shall deliver or cause to be delivered to
                   the Purchaser (with a copy to the Trustee (as defined in the
                   Pooling and Servicing Agreement)) a true and correct copy of
                   such assignment, together with (a) in the case of a delay
                   caused by the public recording office, a certificate signed
                   by an Authorized Officer of the Seller stating that such
                   original assignment has been dispatched to the appropriate
                   public recording official for recordation or (b) in the case
                   of an original assignment that has been lost, a certificate
                   by the appropriate county recording office where such
                   assignment is recorded or from a title insurance company or
                   escrow company indicating that such original was lost and the
                   copy of the original assignment is a true and correct copy;

         (v)       the original mortgagee policy of title insurance (including,
                   if applicable, the endorsement relating to the negative
                   amortization of the Mortgage Loans) or in the event such
                   original title policy is unavailable, any one of an original
                   title binder, an original preliminary title report or an
                   original title commitment or a copy thereof certified by the
                   title company with the original policy of title insurance to
                   follow within 180 days of the Closing Date;




                                       -2-

<PAGE>



                                    EXHIBIT A

                               INSTRUCTION LETTER

                          ABN AMRO Mortgage Corporation
                       135 South LaSalle Street, Suite 925
                             Chicago, Illinois 60603


                                                      ________ __, 2002


ABN AMRO Mortgage Group, Inc.
2600 West Big Beaver Road
Troy, Michigan 48084

Dear Ladies and Gentlemen:

         Pursuant to the Mortgage Loan Purchase Agreement dated as of March 28,
2002 (the "PURCHASE AGREEMENT") between you and us, we have agreed to purchase
from you certain Mortgage Loans. All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Purchase Agreement.

         In order to facilitate these transactions, and for the purpose of
convenience only, we hereby authorize and direct you to:

<TABLE>
<CAPTION>
Action                                                          Due Date
<S>                                                             <C>
1.       Endorse mortgage notes (or lost note affidavits        one week prior to funding
         and indemnities) to:
         "Pay to the order of
          JPMorgan Chase Bank
          for the benefit of the Certificateholders
          of ABN AMRO Mortgage Corporation
          Series 2002-3, Attn: Corporate Trust
          Department, 600 Travis Street,
          Houston, TX 77002,
          without recourse"

2.       Assign mortgages to be recorded                        one week prior to funding
         to JPMorgan Chase Bank
         for the benefit of the Certificateholders
         of ABN AMRO Mortgage Corporation
         Series 2002-3:





<PAGE>



3.       Deliver to the Purchaser or its agent all Mortgage     two business days after funding
         Loan documents pertaining to each loan

4.       Deliver to the Purchaser's servicer all Mortgage       one week prior to Servicing transfer
         Loan servicing documents pertaining to each loan       one week prior to Servicing transfer

5.       Provide lost mortgage note affidavits, certified       one week prior to funding
         copies of all missing mortgages, and certified
         recorded copies of missing intervening
         assignments

6.       Mortgage Loan Schedule generated by Purchaser          one day prior to funding
         and agreed to by Seller
</TABLE>


                                       Sincerely,

                                       ABN AMRO Mortgage Corporation


                                       By:
                                            -----------------------------
                                       Name:
                                             ----------------------------
                                       Title:
                                             ----------------------------




                                       -2-

<PAGE>



                                    EXHIBIT B
                                    ---------


                               FORM OF ASSIGNMENT
                               ------------------


         ABN AMRO Mortgage Group, Inc., a Delaware corporation (the "SELLER"),
in exchange for $_______________ in hand paid and other good and valuable
consideration, hereby grants, bargains, sells, assigns, transfers, conveys, and
sets over to ABN AMRO Mortgage Corporation, a Delaware corporation (the
"PURCHASER"), all of the Seller's right, title, and interest in, to, and under
the mortgage loans listed on SCHEDULE 1 attached hereto, the mortgage notes
evidencing or relating to such mortgage loans, all mortgages, trust deeds, title
insurance policies, property insurance policies, chattel paper, loan guaranties,
loan accounts, surveys, instruments, certificates, and other documents
whatsoever evidencing or relating to such mortgage notes and mortgage loans, and
all books, ledgers, books of account, records, writings, data bases,
information, and computer software (and all documentation therefor or relating
thereto, and all licenses relating to or covering such computer software and/or
documentation), and all other property, rights, title, and interests whatsoever
relating to, used, or useful in connection with, or evidencing, embodying,
incorporating, or referring to, any of the foregoing (the "MORTGAGES"). The
Seller warrants to the Purchaser that the Seller is the owner of the Mortgages,
subject to no liens, claims, or encumbrances.





<PAGE>



Dated:  _____________, 2002                 ABN AMRO Mortgage Group, Inc.


                                            By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------




                                       -2-

<PAGE>



ACKNOWLEDGED ON __________ __, 2002

ABN AMRO Mortgage Corporation


By:
   ----------------------------------
   Name:
        -----------------------------
   Title:
         ----------------------------



                                       -3-

<PAGE>



STATE OF              ____________          )
                                            )
COUNTY OF             ____________          )


         I, ______________, a Notary Public in and for the said County and
State, do hereby certify that ____________, personally known to me to be the
same person whose name is subscribed to the foregoing instrument as
_______________ of __________________, appeared before me this day in person
and, being first sworn, acknowledged that he signed and delivered the said
instrument as his own free and voluntary act, and as the free and voluntary act
of said corporation as the ___________ of ____________, a ____________, for the
uses and purposes therein set forth and that he was duly authorized to execute
the said instrument by the __________________ of said _________________.

         Given under my hand and seal, this ____ day of ____________, 2002.


                                            ----------------------------------
                                            Notary Public

                                            My commission expires:______________



                                       -4-

<PAGE>



                                    EXHIBIT C
                                    ---------

                          FORM OF OFFICER'S CERTIFICATE
                          -----------------------------

                          ABN AMRO Mortgage Group, Inc.

         I, Joseph E. Krul, do hereby certify pursuant to SECTION 10(A) and
(B)(III) of the Purchase Agreement (as hereinafter defined) that I am the duly
elected Executive Vice President of ABN AMRO Mortgage Group, Inc. ("AAMGI" ), a
Delaware corporation, and further certify as follows:

         1. Attached hereto as EXHIBIT "A" is a true and correct copy of the
articles of incorporation of AAMGI. There has been no amendment or other
document filed affecting the charter as of the date of this certification of
AAMGI, and no such amendment has been authorized.

         2. Attached hereto as EXHIBIT "B" is a true and correct copy of the
by-laws of AAMGI as in full force and effect as of the date of this
certification.

         3. No proceedings looking toward merger, consolidation, liquidation, or
dissolution of AAMGI are pending or contemplated.

         4. Each person who, as an officer or representative of AAMGI, signed,
or will sign (a) the Purchase Agreement, and (b) any other document delivered
pursuant thereto or on the date hereof in connection with the Mortgage Loan
Purchase Agreement, dated as of March 28, 2002 between AAMGI, as seller, and ABN
AMRO Mortgage Corporation, as Purchaser (the "PURCHASE AGREEMENT") was, at the
respective times of such signing and delivery, and is as of the date hereof duly
elected or appointed, qualified and acting as such officer or representative,
and the signatures of such persons appearing on such documents are their genuine
signatures.

         5. Attached hereto as EXHIBIT "C" is a true, complete and correct copy
of the Resolutions of AAMGI's Board of Directors, which were duly adopted as of
_____ __, ____, and such Resolutions have not been amended, altered or repealed,
and remain in full force and effect without modification on the date hereof.

         6. Attached hereto as EXHIBIT "D" is a Good Standing Certificate issued
by the Office of the Secretary of State of Delaware as of __________, ____. A
current Good Standing Certificate has been requested from the Office of the
Secretary of State of _________ and will be supplied when it is received.

         7. AAMGI has performed all obligations and satisfied all conditions on
its part to be performed or satisfied under the Purchase Agreement on or prior
to the Closing Date and all of the representations and warranties of the Seller
under the Purchase Agreement are true and correct as of the date hereof and as
of the Closing Date, and no event has occurred which, with notice or passage of
time, or both, would constitute a default under the Purchase Agreement.

All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Purchase Agreement.



<PAGE>



IN WITNESS WHEREOF, I have hereunto signed my name.

Date:    __________ __, ____

                                           ABN AMRO Mortgage Group, Inc.



                                           By:
                                              -----------------------------
                                           Name:
                                                ---------------------------
                                           Title:
                                                 --------------------------




                                       -2-

<PAGE>



         I, Thomas E. Reiss, Assistant Secretary of ABN AMRO Mortgage Group,
Inc., a Delaware corporation, hereby certify that Joseph E. Krul is the duly
elected, qualified and acting Executive Vice President of ABN AMRO Mortgage
Group, Inc. and that the signature appearing on the preceding page is his/her
genuine signature.

         IN WITNESS WHEREOF, I have hereunto signed my name.

Date:    __________ __, ____

                                              ABN AMRO Mortgage Group, Inc.



                                              By:
                                                 ----------------------------
                                              Name:
                                                   --------------------------
                                              Title:
                                                    -------------------------



                                       -3-

<PAGE>



                    [OPINION TO BE REVISED IN ACCORDANCE WITH
                    GENERAL COUNSEL'S FORM OF OPINION LETTER]


                                    EXHIBIT D

                      [OPINION OF SELLER'S IN-HOUSE COUNSEL
                         PURSUANT TO SECTION 10(B)(IV)]



                               __________ __, 2002


ABN AMRO Mortgage Corporation
135 South LaSalle Street, Suite 925
Chicago, Illinois 60603

     Re: ABN AMRO Mortgage Corporation Purchase of Mortgage Loans
         --------------------------------------------------------

Ladies and Gentlemen:

         As _______________ to ABN AMRO Mortgage Group, Inc., a Delaware
Corporation ("SELLER"), I and attorneys working under my supervision have acted
as counsel to Seller in connection with the sale of Mortgage Loans by Seller to
ABN AMRO Mortgage Corporation (the "PURCHASER") pursuant to a Mortgage Loan
Purchase Agreement, dated as of March 28, 2002 (the "PURCHASE AGREEMENT"),
between the Purchaser and Seller. This opinion is being delivered to the
Purchaser pursuant to SECTION 10(B)(IV) of the Purchase Agreement. All
capitalized terms not otherwise defined herein have the meanings given them in
the Purchase Agreement.

         In rendering the opinions set forth below, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of the charter and by-laws of Seller, the Purchase Agreement and such corporate
records, agreements or other instruments of Seller, and such certificates,
records and other documents, agreements and instruments, including, among other
things, certain documents delivered on the Closing Date, as we have deemed
necessary and proper as the basis for our opinions. In connection with such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, the conformity to executed original
documents of all documents submitted to us in draft and the accuracy of the
matters set forth in the documents we reviewed. We have also assumed that all
documents, agreements and instruments have been duly authorized, executed and
delivered by all parties thereto. As to any facts material to such opinions that
we did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives



<PAGE>


ABN AMRO Mortgage Corporation
__________ __, 200_
Page 2



of Seller as we have deemed necessary and proper as the basis for our opinions,
including, among other things, the representations and warranties of Seller in
the Purchase Agreement.

         Based upon the foregoing, I am of the opinion that:

         1. Seller is a ______________, duly organized, validly existing and in
good standing under the laws of _____________ and either is not required to be
qualified to do business under the laws of any states where such qualification
is necessary to transact the business contemplated by the Purchase Agreement, or
is qualified to do business under the laws of any states where such
qualification is necessary to transact the business contemplated by the Purchase
Agreement, and Seller is duly authorized and has full corporate power and
authority to transact the business contemplated by the Purchase Agreement.

         2. The Purchase Agreement has been duly authorized, executed and
delivered by Seller and is a legal, valid and binding obligation of and is
enforceable against Seller in accordance with its terms, except that the
enforceability thereof may be subject to (A) bankruptcy, insolvency,
receivership, conservatorship, reorganization, moratorium or other laws, now or
hereafter in effect, relating to creditors' rights generally, (B) general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and (C) limitations of public policy under
applicable securities laws as to rights of indemnity and contribution under the
Purchase Agreement.

         3. No consent, approval, authorization or order of any court or
supervisory, regulatory, administrative or governmental agency or body is
required for the execution, delivery and performance by Seller of or compliance
by Seller with the Purchase Agreement, the sale of the Mortgage Loans or the
consummation of the transactions contemplated by the Purchase Agreement.

         4. Neither the execution and delivery by Seller of the Purchase
Agreement, nor the consummation by Seller of the transactions contemplated
therein, nor the compliance by Seller with the provisions thereof, will conflict
with or result in a breach of any of the terms, conditions or provisions of
Seller's charter or by-laws or board or shareholder's resolutions, or any
agreement or instrument to which 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 violation of any law, rule, regulation, order, judgment or
decree to which Seller or its property is subject, which, in any of the above
cases, would materially and adversely affect Seller's ability to perform its
obligations under the Purchase Agreement.

         5. There is no action, suit, proceeding or investigation pending, or,
to the best of my knowledge, threatened against Seller which, either in any one
instance or in the aggregate, would draw into question the validity of the
Purchase Agreement or the Mortgage Loans or of any action taken or to be taken
in connection with the obligations of Seller contemplated therein, or which


                                       -2-

<PAGE>


ABN AMRO Mortgage Corporation
__________ __, 200_
Page 3


would be likely to materially impair the ability of Seller to perform under the
terms of the Purchase Agreement.

         The Opinions expressed herein are limited to matters of federal and
Michigan law and do not purport to cover any matters as to which laws of any
other jurisdiction are applicable. Except as expressly provided herein, this
opinion is being furnished to you solely for your benefit in connection with the
purchase of the Mortgage Loans, and it is not to be used, circulated, quoted or
otherwise referred to for any purpose without my express written consent.

                                        Sincerely,

                                        ABN AMRO Mortgage Group, Inc.


                                        By:__________________________
                                        Title: