Independent Auditors' Report on Management's
                      Assertion on Compliance with Minimum
                  Servicing Standards Set Forth in the Uniform
                 Single Attestation Program for Mortgage Bankers


The Board of Directors and Stockholder
  of Midland Data Systems, Inc.
The Partners of Midland Loan Services, L.P.

We have examined  management's  assertion  that Midland Data  Systems,  Inc. and
Midland Loan Services,  L.P. (the Companies) complied with the minimum servicing
standards  set forth in the Mortgage  Bankers  Association  of  America's  (MBA)
Uniform Single Attestation  Program for Mortgage Bankers,  except for commercial
loan and multifamily loan servicing, minimum servicing standards V.4. and VI.1.,
which the MBA has interpreted as inapplicable to such servicing  during the year
ended December 31, 1996,  included in the  accompanying  report titled Report of
Management.  Management is responsible for the Companies'  compliance with those
requirements.  Our  responsibility  is to express  an  opinion  on  management's
assertion about the Companies' compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis, evidence about the Companies' compliance with those
requirements and performing such other procedures as we considered  necessary in
the circumstances.  We believe that our examination  provides a reasonable basis
for our opinion.  Our examination does not provide a legal  determination on the
Companies' compliance with specified requirements.

In our opinion,  management's  assertion  that the  Companies  complied with the
aforementioned  requirements  during the year ended  December 31, 1996 is fairly
stated, in all material respects.

                                    /s/ Ernst & Young LLP


February 19, 1997



<PAGE>



                              Report of Management

We, as members of  management  of Midland  Data  Systems,  Inc. and Midland Loan
Services, L.P., (the Companies),  are responsible for complying with the minimum
servicing  standards  as  set  forth  in the  Mortgage  Bankers  Association  of
America's (MBA) Uniform Single  Attestation  Program for Mortgage Bankers (USAP)
except,  for commercial loan and multifamily loan servicing,  minimum  servicing
standards V.4. and V1.1.,  which the MBA has interpreted as inapplicable to such
servicing.  We are also responsible for  establishing and maintaining  effective
internal  control over  compliance  with these  standards.  We have performed an
evaluation of the Companies'  compliance with the minimum servicing standards as
set forth in the USAP as of December 31, 1996 and for the year then ended. Based
on this  evaluation,  we assert that during the year ended December 31, 1996 the
Companies  complied with the minimum servicing  standards set forth in the USAP.
As of and for this same period,  the Companies had in effect a fidelity bond and
errors and omissions policy in the amount of not less than $13 million.


February 19, 1997


                                    /s/ Paula Mickelson
                                    Paula Mickelson
                                    Compliance Officer



                                    /s/ C.J. Sipple
                                    C.J. Sipple
                                    Director of Loan Servicing