INDEPENDENT ACCOUNTANTS' REPORT



The Board of Directors
The Money Store Inc.:

We have examined management's assertion about The Money Store Inc.'s (a
wholly-owned subsidiary of First Union National Bank) compliance with the
minimum servicing standards relating to its servicing of commercial loans set
forth in the Mortgage Bankers Association of America's (MBA's) UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP), except minimum servicing
standards V.4. and VI.1., which the MBA has interpreted as being inapplicable to
the servicing of commercial and multifamily loans, as of and for the year ended
December 31, 1998 included in the accompanying management assertion. Management
is responsible for The Money Store Inc.'s compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about The Money Store Inc.'s 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 Money Store Inc.'s compliance
with the minimum servicing standards 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 Money Store Inc.'s compliance with the minimum
servicing standards.

In our opinion, management's assertion that, except for noncompliance by The
Money Store Inc. relating to custodial bank account reconciliations and the
titling of custodial bank accounts, The Money Store Inc. complied in all
material respects with the aforementioned minimum servicing standards relating
to its servicing of commercial loans as of and for the year ended December 31,
1998 is fairly stated, in all material respects.




March 12, 1999



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                             MANAGEMENT'S ASSERTION


As of and for the year ended December 31, 1998, The Money Store Inc. ("the
Company") has complied in all material respects with the minimum servicing
standards relating to its servicing of commercial loans set forth in the
Mortgage Bankers Association of America's (MBA's) UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS (USAP), except for minimum servicing standards V.4.
and VI.1., which the MBA has interpreted as being inapplicable to the servicing
of commercial and multifamily loans.

In 1998, the Company was not in compliance with USAP standard I.1. During 1998,
management of the Company implemented processes and staffing changes to ensure
that custodial accounts met the requirements of USAP standard I.1.. Based on the
method that the Company uses to calculate investor remittances, it is
management's belief that this instance of custodial bank account noncompliance
did not materially affect the accuracy of any amounts remitted to trustees or
investors.

In 1998, the Company was not in compliance with USAP standard I.3., which
requires each custodial account be maintained at a federally insured depository
institution in trust for the applicable investor. While all custodial accounts
are maintained in a federally insured depository institution, some accounts are
lacking the appropriate "in trust for" designations. Management is in the
process of correcting the titling of these accounts.

As of and for the year ended December 31, 1998, the Company had in effect a
fidelity bond policy in the amount of $16 million. The Company had in effect an
errors and omissions policy in the amount of $3 million for the period from
January 1, 1998 to June 30, 1998 and an errors and omissions policy in the
amount of $20 million for the period from July 1, 1998 to December 31, 1998.




/s/ ARTHUR Q. LYON,                                    MARCH 12, 1999
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Arthur Q. Lyon, CFO                                        Date
The Money Store Inc.


/s/ DONALD COOMBE                                      MARCH 12, 1999
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Donald Coombe, VP-Loan Servicing                           Date
The Money Store Inc.