RESIDENTIAL MORTGAGE SERVICES
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                                                                        of Texas

                                 August 11, 1999

Community Home Mortgage Corporation
510 Broadhollow Road, Suite 100
Melville, NY 11747
Attention: Ira Silverman

                          MORTGAGES PURCHASE AGREEMENT

Dear Mr. Silverman:

                                    OVERVIEW

         Section 1. Warehouse  Facility.  HSA Residential  Mortgage  Services of
Texas, Inc. ("RMST") has established a mortgage  gestation facility with various
financial  institutions  pursuant to which the  institutions,  at the request of
RMST, will purchase  certain  mortgage loans which are originated to finance the
purchase or  re-financing  of  owner-occupied  and  investor  owned,  1-4 family
residential dwellings and the land on which they are situated.

         Section 2.  Certain  Terms.  We are pleased to advise you that RMST has
approved the participation by the Company in the Warehouse Facility on the terms
set  forth  in this  agreement  (as it may  from  time to time be  supplemented,
amended or restated,  this "Agreement").  The following are certain terms of the
Company's participation. (See Section 3 for additional defined terms.)

                  Company                  Community Home Mortgage Corporation

                  Key Principals           Ira Silverman

                  Purchase Limit           Ten Million Dollars ($10,000,000)

                  Second Lien Sub-Limit    Three Million Dollars ($3,000,000);
                                           30% of Purchase Limit

                  Sub-Prime Sub-Limit      Two Million Five Hundred Thousand
                                           Dollars ($2,500,000);  25% of the
                                           Purchase Limit

                  Agency Rate              Prime -25%

                  Non-Agency Rate          Prime + 0%

                  Default Rate             Prime + 3%

                  Loan Set Up Fee          Twenty dollars ($20.00) per Mortgage

                  Minimum Net Worth        Two Million Dollars ($2,000,000)

                  Guarantor(s)             Ira Silverman

         Section 3. Certain Definitions. The following terms shall have the
meaning set forth below in this Agreement:

                  (a) Affected Mortgage. The term "Affected Mortgage" is defined
         in Section 23 and Section 26.

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                                                                        of Texas

                  (b) Agency Mortgage.  An "Agency  Mortgage" is a Mortgage that
         is eligible for purchase by the Federal Home Loan Mortgage Association,
         the Federal National  Mortgage  Corporation or the Government  National
         Mortgage Association.

                  (c)  Agent.  The person  acting at the time as  administrative
         agent and collateral agent for the Warehouse  Purchasers is referred to
         as the  "Agent."  All  references  to the Agent are to the Agent in its
         capacity as administrative agent and collateral agent for the Warehouse
         Purchasers  and not in its own  capacity  or for its own  account.  The
         Agent currently is Chase Bank of Texas, National Association. RMST will
         promptly advise the Company of any successor Agent.

                  (d)  Applicable   Repurchase   Amount.  The  term  "Applicable
         Repurchase  Amount"  means the payment to the Agent in good,  collected
         Bank funds of the sum of (y) an amount  equal to the  Minimum Net Share
         which  would  have  been  earned in  respect  of that  Mortgage  if its
         purchase by the Investor provided for in the Commitment  represented by
         the  Company to have most  recently  covered it  (whether or not it was
         actually so covered) were completed in strict accordance with its terms
         and on its stated expiration date plus (z) (without  duplication of any
         payment) an amount  equal to any  increase in the Minimum Net Share due
         to the  passage  of time or to RMST's or the  Agent's  having  provided
         additional custodial-type services since that expiration date.

                  (e)  Bank  Prime.  The  "Bank  Prime"  is the  prime  rate  as
         announced  by Chase Bank of Texas,  National  Association  from time to
         time. This rate is a reference rate and does not necessarily  represent
         its best or lowest rate and is not  necessarily  a favored  rate.  Bank
         Prime shall be adjusted as of the effective  date of each change in the
         prime rate announced by Chase Bank of Texas, National Association.

                  (f) Bank. The term "Bank" is defined in Section 19.

                  (g) Banking  Business Day. The term "Banking  Business Day" is
         defined in the RMST Procedures.

                  (h) Bulk Mortgage Takeout Protection  Account.  The term "Bulk
         Mortgage Takeout Protection Account" is defined in Section 33.

                  (i) Bulk  Purchase  Mortgage  Takeout  Date.  The  term  "Bulk
         Purchase Mortgage Takeout Date" is defined in Section 9.

                  (j) Bulk Purchase  Mortgage.  A "Bulk Purchase Mortgage" is an
         Eligible  Mortgage  that meets RMST's  criteria  for funding  without a
         Commitment.

                  (k) Closer. The term "Closer" is defined in Section 12.

                  (1)  Commitment.  A  "Commitment"  is a written  commitment to
         purchase  a  Mortgage  as a whole  loan  obtained  by the  Company  and
         approved  in  writing  by  RMST,  issued  by a  reputable  investor  or
         securities  broker-dealer  (the "Investor")  acceptable to RMST and the
         Agent. In addition to any other criteria  established by RMST from time
         to time by  notice  given  to the  Company,  each  Commitment  shall be
         written,  describe  the  types of  Mortgages  the  Investor  agrees  to
         purchase,  state the settlement  date,  price (including any applicable
         servicing release premium) and expiration date for the purchase, be (or
         be endorsed to be) in favor of RMST and its assigns, be enforceable and
         be irrevocable until a date shown on the Commitment.

                  (m) Debtor Laws.  The term "Debtor Laws" is defined in Section
         44.

                  (n) Default. The term "Default" is defined in Section 44.

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                                                                        of Texas

                  (o) Defective Mortgage.  A "Defective  Mortgage" is a Mortgage
         which has been  purchased by the Warehouse  Purchasers but meets RMST's
         criteria for Defective Mortgages which are attached as Appendix 7. RMST
         may change the criteria by notice given to the Company.

                  (p)  Document  File.  The term  "Document  File" is defined in
         Section 9.

                  (q)  Eligible  Mortgage.  An  "Eligible  Mortgage" is Mortgage
         which meets RMST's  criteria for funding under the Warehouse  Facility.
         RMST's current criteria for Eligible  Mortgages is attached as Appendix
         8. RMST may change the criteria by notice given to the Company.

                  (r) Enclosures. The term "Enclosures" is defined in Section 9.

                  (s)  Failure  Date.  The term  "Failure  Date" is  defined  in
         Section 22.

                  (t) Guide. The term "Guide" is defined in Section 34.

                  (u) Includes. Wherever the words "including," "which includes"
         or any correlative appears in this Agreement, it shall be read to mean,
         "including by way of example but not without limiting the generality of
         the subject or concept referred to."

                  (v) Investor.  An "Investor" is a person  issuing a Commitment
         to the Company or  otherwise  agreeing to purchase a Mortgage  from the
         Warehouse Purchasers.

                  (w)  Lost  Commitment  Mortgages.  The term  "Lost  Commitment
         Mortgages" is defined in Section 20.

                  (x) Make Whole  Payment.  The term  "Make  Whole  Payment"  is
         defined in Section 30.

                  (y) Minimum Net Share. The term "Minimum Net Share" is defined
         in Section 17.

                  (z) Mortgage  Default  Date.  The  "Mortgage  Default Date" is
         defined in Section 20, Section 22 and Section 24.

                  (aa) Mortgage Purchase Cost. The term "Mortgage Purchase Cost"
         is defined in Section 17.

                  (bb)  Mortgage.  A  "Mortgage"  is a mortgage  loan secured by
         residential real property.

                  (cc) Offer. The term "Offer" is defined in Section 9.

                  (dd) Period Held. The term "Period Held" is defined in Section
         17.

                  (ee) Proceeds Account.  The term "Proceeds Account" is defined
         in Section 19.

                  (ff)  Qualified   Substitute  Takeout.   The  term  "Qualified
         Substitute Takeout" is defined in Section 20.

                  (gg) RMST  Advance.  The term  "RMST  Advance"  is  defined in
         Section 13.

                  (hh)  RMST  Procedures.   The  "RMST   Procedures"  are  those
         procedures  promulgated by RMST from time to time  specifying the times
         by which certain  actions are to be taken in connection  with purchases
         under the Warehouse Facility.  The current RMST Procedures are attached
         as Appendix 2.

                  (ii) Sale  Proceeds.  The term "Sales  Proceeds" is defined in
         Section 17.

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                  (jj) Second  Lien  Mortgage.  A "Second  Lien  Mortgage"  is a
         Mortgage that is secured by a second priority lien on the real property
         that secures it.

                  (kk)  Settlement  Account.  The term  "Settlement  Account" is
         defined in Section 19.

                  (ll) Shortfall Amount.  The term "Shortfall Amount" is defined
         in Section 25.

                  (mm) Substitute  Mortgage.  The term "Substitute  Mortgage" is
         defined in Section 24.

                  (nn) Warehouse  Facility.  The facility described in Section 1
         as it may be amended, supplemented, modified or replaced is referred to
         as the "Warehouse Facility."

                  (oo)  Warehouse   Purchasers.   The  institutions   purchasing
         Eligible  Mortgages under the Warehouse  Facility from time to time are
         referred  to   collectively   as  the   "Warehouse   Purchasers,"   and
         individually as a "Warehouse Purchaser."

                  (pp) Value Replacement  Payments.  The term "Value Replacement
         Payments" is defined in Section 32.

                  (qq) Year 2000  Compliant.  The term "Year 2000  Compliant" is
         defined in Section 48(aa).

                         PURCHASE OF ELIGIBLE MORTGAGES

         Section 4. Revolving Purchase Facility. Although the Company will offer
the  Mortgages  to  RMST  for  purchase  under  the  Warehouse   Facility  on  a
case-by-case  basis and RMST will evaluate each Mortgage to determine whether it
is an Eligible  Mortgage,  the Company and RMST mutually  contemplate  that this
will be a revolving  purchase  facility  pursuant to which the Company will sell
Mortgages to the Warehouse Purchasers.

         Section 5. No  Obligation.  This  Agreement  does not obligate  RMST to
cause the Warehouse Purchasers to purchase Mortgages from the Company.  RMST, in
its sole discretion,  may elect to cause the Warehouse  Purchasers to purchase a
Mortgage  from the  Company  or may  elect  not to cause  them to  purchase  the
Mortgage.

         Section 6. Limits.  The outstanding  balance of the aggregate  purchase
prices paid to the Company by the Warehouse  Purchasers  for Eligible  Mortgages
(including Second Lien Mortgages and Bulk Purchase Mortgages, if any) which have
not yet been sold to an  Investor  shall not  exceed the  Purchase  Limit at any
time.  The  outstanding  balance of the  aggregate  purchase  prices paid to the
Company by the Warehouse Purchasers for Second Lien Mortgages which have not yet
been sold to an Investor shall not exceed the Second Lien Sub-Limit at any time.
The outstanding  balance of the aggregate purchase prices paid to the Company by
the Warehouse  Purchasers  for Bulk Purchase  Mortgages  which have not yet been
sold to an Investor  shall not exceed the Bulk  Purchase  Sub-Limit at any time.
RMST reserves the right to reduce the Purchase Limit,  the Second Lien Sub-Limit
or Bulk  Purchase  Sub-Limit  by giving sixty (60) days'  written  notice to the
Company specifying the new limit at any time and for any reason.

         Section 7. Prior  Approval of Investors.  Each Investor shall have been
approved  by RMST and the Agent prior to the Offer of a Mortgage as to which the
Commitment applies. To be considered for approval by RMST, the Investor must, at
a  minimum,  meet the  criteria  set forth on  Appendix  9. RMST may  change the
minimum criteria for approval of an investor by notice given to the Company. The
approval  of an  Investor by RMST or the Agent shall not cause RMST or the Agent
to be a guarantor  of the  Investor's  performance.  Any dealings by the Company
with an Investor  (whether or not approved by RMST or the Agent) shall be at the
sole risk of the Company.

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                                                                        of Texas

         Section 8. Commitment. Each Eligible Mortgage acquired from the Company
under the  Warehouse  Facility  except  Bulk  Purchase  Mortgages  shall  have a
Commitment.  The Company shall provide RMST a copy of the Commitment at the same
time the Company delivers to RMST the Document File. If RMST is dissatisfied, in
its sole discretion,  with either the form or terms of any Commitment,  it shall
have no  obligation  to cause the  Warehouse  Purchasers to acquire any Mortgage
covered by that Commitment.

         Section 9. Offer. If the Company wishes to sell a Mortgage through RMST
to the Warehouse  Purchasers  under this  Agreement,  the Company shall submit a
written  Offer to Sell  Mortgages  in the form  attached  as  Appendix 1 to this
Agreement  (the  "Offer")  with all  enclosures  required  by Appendix 4 to this
Agreement  (the  "Enclosures"),  and with all blocks and blanks in the Offer and
the  Enclosures  properly  completed (the Offer and  Enclosures,  if applicable,
together are called the "Document File").  Appendix 1 and Appendix 4 are subject
to  modification  by RMST by notice  given to the  Company.  If the  Mortgage is
requested  to be a Bulk  Purchase  Mortgage,  the Offer  shall state the date by
which an Investor  will  purchase  the  Mortgage  (the "Bulk  Purchase  Mortgage
Takeout Date").  The purchase price for an Eligible  Mortgage shall be the least
of (i) the price the Investor  has promised to pay for the Mortgage  pursuant to
the Commitment (this factor is inapplicable to a Bulk Purchase  Mortgage);  (ii)
the face principal  amount of the promissory  note  evidencing the Mortgage;  or
(iii) the r unpaid principal  balance of the promissory note. Upon acceptance of
the Offer, any Commitment  referred to in the Offer shall be deemed assigned and
transferred to RMST and its assigns without any further act by the Company.

         Section 10. Acceptance or Rejection. If RMST elects to accept an Offer,
then if the Mortgage is an Eligible  Mortgage  and the Company is in  compliance
with all the terms of this Agreement,  RMST will cause the Warehouse  Purchasers
to pay the purchase  price for the Eligible  Mortgages  stated in the Offer and,
upon. that acceptance,  to cause the Warehouse Purchasers to become the owner of
the Eligible Mortgages. RMST has no obligation to accept any Offer.

         Section 11.  Endorsement  and Closing  Instructions.  The Company shall
endorse in blank the promissory note to evidence each Eligible Mortgage which is
the subject of an accepted  Offer when,  or before,  the note is executed by its
maker.  The Company  hereby  declares its intent that each such  endorsement  be
effective as to each such note from such note's  inception,  regardless  of when
the  endorsement  is actually  made.  The Company  shall give the Closer of each
Eligible  Mortgage the written  instructions  for the closing of the transaction
set  forth on  Appendix  5, and will not give any  rescinding,  inconsistent  or
conflicting  instructions.  Additionally,  should the Closer not comply with the
written instructions for the closing of the transaction as set forth on Appendix
5, the  Company  shall use its best  efforts to insure  compliance  and  provide
timely to RMST the necessary documents as required in the Agreement.  Appendix 5
is subject to modification  by RMST by notice given to the Company.  The Company
or the Closer shall deliver to RMST the Eligible Mortgage and all of its related
documentation  (including  for each Eligible  Mortgage the  documents  listed on
Appendix 4) to be  physically  held by the Agent until the  Mortgages are either
(i) shipped by the Agent to an Investor or its document  custodian  for purchase
or (ii) the Company  repurchases the Mortgage in accordance with its obligations
stated in Section 20, Section 22 or Section 24.

         Section 12.  Payment by Warehouse  Purchasers.  The purchase  price for
Eligible  Mortgages shall be paid at the request of RMST by the Agent (i) to the
Company,  in the case of  Eligible  Mortgages  purchased  after the  Company has
closed them; or (ii) in all other instances, by providing money for the original
funding of the Mortgages directly to the title company or other person or entity
handling the closing (the "Closer"),  net of origination,  discount points,  and
any other fees and other prepaid items the Company may  stipulate.  For purposes
of this  Agreement  the Company may fund the Mortgages at the lesser of the loan
amount or the commitment from the Investor. The payment will be made at the time
and in the manner specified in the RMST Procedures.

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         Section 13. Advances by RMST. In its sole discretion,  RMST may advance
funds to the  Company,  in the case of Eligible  Mortgages  purchased  after the
Company  has closed  them,  or to the  Closer,  in all other  instances,  to pay
amounts  relating to the origination of a Mortgage.  These funds so advanced (an
"RMST Advance") are a loan from RMST to the Company, are secured by the security
interest created by Section 39, bear interest at the Default Rate and are due on
demand  unless  earlier  repaid in  connection  with the sale of the Mortgage to
which the RMST Advance relates.

                                SALE TO INVESTORS

         Section  14.  Sale to  Investors.  The  Company  will  take  all  steps
necessary to cause:

                  (a) all Eligible Mortgages and their related mortgage files to
         be correctly closed, funded, documented and completed;

                  (b) the sale as whole loans of all  Eligible  Mortgages  to be
         timely completed in accordance with any related Commitment;

                  (c) the entire sale price due from Eligible  Mortgages sold to
         be  transferred  by Fed funds wire directly to the account of the Agent
         at Chase Bank of Texas, National Association or at a bank designated by
         RMST.

         Section 15.  Instruction  to  Investors.  Promptly  after any  Eligible
Mortgages  which is  subject  to a  commitment  is  purchased  by the  Warehouse
Purchasers,  the  Company  shall:  (i)  direct  the  Investor  which  issued the
Commitment  to pay the entire  amount of the  purchase  consideration  for those
Eligible  Mortgages  directly  to the  Agent  and to  confirm  receipt  of  that
direction  directly  with the  Agent,  with a copy to RMST;  (ii) not  issue any
conflicting  instructions  to the  Investors;  and (iii) not cause or permit any
cash proceeds of any of those Mortgages to be issued to,  registered in the name
of, or paid to, anyone other than the Agent.

         Section 16. Shipment to Investors.  Mortgages  shipped to Investors for
purchase  shall be shipped  under  letters  substantially  in the form of letter
attached as Appendix 10, in the case of Mortgages sold by the Agent, or Appendix
11, in the case of Mortgages sold by RMST. The letters may be revised by RMST by
notice given to the Company.

                   PAYMENT TO RMST AND DISTRIBUTION TO COMPANY

         Section 17. Minimum Net Share.  The Agent will retain,  for the benefit
of the Warehouse  Purchasers and RMST-or, in the case of Mortgages sold by RMST,
RMST will retain for its  benefit-from  the sale proceeds (the "Sale  Proceeds")
received for and  allocable to each  Mortgage  sold to an Investor  hereunder an
amount (the "Minimum Net Share") equal to the sum of:

                  (i) the purchase  price paid by the Warehouse  Purchasers  for
                  the  Eligible  Mortgage  reduced  by any  amounts  paid to the
                  Warehouse  Purchasers  by  the  obligor  of  the  Mortgage  as
                  principal  or interest on the Mortgage and also reduced by any
                  Value  Replacement  Payments made with respect to the Mortgage
                  (the "Mortgage Purchase Cost");

plus              (ii) a return on the daily  balance of the  Mortgage  Purchase
                  Cost which accrues daily during the period (the "Period Held")
                  consisting of the actual  number of days from (and  including)
                  the  date  on  which  the  Warehouse   Purchasers  funded  the
                  acquisition  of the  Mortgage to (but  excluding)  the date on
                  which the Agent (or RMST)  receives the Sale  Proceeds for the
                  Mortgage,  at a per annum rate equal to the Agency Rate if the
                  Mortgage is an Agency Mortgage or equal to the Non-Agency Rate
                  if the Mortgage is not an Agency Mortgage.  After the Mortgage
                  Default  Date the per annum rate as to any

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                  Affected Mortgage shall be the greater of (y) the Default Rate
                  or (z) the annual  interest rate stated on the promissory note
                  related to the Affected  Mortgage.  After the  occurrence of a
                  Default,  the per annum rate as to all Mortgages  shall be the
                  Default Rate.  The  calculations  based on the per annum rates
                  shall be made on a daily  basis  during the Period Held and on
                  the basis of a 360-day year;

plus              (iii) any RMST Advance with respect to that Mortgage  together
                  with interest on the RMST Advance at the Default Rate from the
                  date on which the RMST Advance was made to (but excluding) the
                  date on which the Agent (or RMST)  receives the Sales Proceeds
                  for the Mortgage;

plus              (iv) the Loan Set Up Fee for the Mortgage.

         Section 18.  Interest  Collected and Remitted.  Interest on an Eligible
Mortgage  collected  by the Company  shall be remitted to RMST whereby RMST will
bill the Company on a monthly  basis for its Minimum Net Share for any  Mortgage
that has been  funded  for a period  greater  than  sixty  days and has not been
purchased by the Investor.  Interest collected and remitted by the Company shall
be treated as part of the proceeds  received for the sale of the Mortgage to the
Investor for purposes of determining the Minimum Net Share.

         Section 19. Balance of Sales Proceeds. Provided that the Company is not
then in  default of any of its  obligations  under  this  Agreement,  RMST shall
deposit the balance of the Sales Proceeds  remaining after deducting the Minimum
Net  Share in a demand  deposit  account  maintained  at  Chase  Bank of  Texas,
National Association (in its capacity as a depository  institution,  the "Bank")
in the name of RMST for the benefit of the Company (the "Proceeds Account"), but
as to which the  Company  shall  have no rights  of  withdrawal.  As long as the
Company is not then in default of any of its  obligations  under this Agreement,
RMST shall  transfer the  collected  funds in the  Proceeds  Account to a demand
deposit account (the "Settlement Account") maintained at the Bank in the name of
the Company  and under the  exclusive  control of the  Company.  If,  there is a
Default,  then any amounts then remaining in the Proceeds  Account shall be cash
collateral  securing any rights RMST shall have  pursuant to this  Agreement and
the Company shall not withdraw any funds from the Settlement Account without the
prior consent of RMST.

                              FAILURE OF COMMITMENT

         Section 20. Loss of Commitment.  If for any reason,  except the willful
or  grossly  negligent  act or  omission  of RMST,  the  Agent or the  Warehouse
Purchasers,  any  Commitment  in respect of any  Eligible  Mortgage is canceled,
paired off or revoked by any means,  or if the Investor shall at any time have a
defense to performance of its obligations under the Commitment either on account
of offsetting  obligations  against the Company or for any other reason,  or the
Commitment is terminated for any reason (other than expiration by the passage of
time)  (collectively,  these  Mortgages are referred to as the "Lost  Commitment
Mortgages"),  then, on or before the date (the "Mortgage  Default Date" for that
Mortgage)  that is ten (10)  days  after the date on which  the  Commitment  was
terminated or cancelled or otherwise  lost,  the Company shall either (i) obtain
and  furnish  to RMST for the  Warehouse  Purchasers  a  replacement  Commitment
acceptable  (and  issued by an  Investor  acceptable)  to RMST and the Agent and
having  characteristics  all of which can be satisfied by the Eligible  Mortgage
and  providing for the purchase of the Mortgage for no less than the Minimum Net
Share for that Mortgage (a "Qualified Substitute  Takeout"),  or (ii) repurchase
the Lost Commitment Mortgage from the Warehouse  Purchasers (or RMST if RMST has
purchased the Mortgage) for the Applicable Repurchase Amount.

         Section 21.  Assistance by RMST. RMST will exert reasonable  efforts to
assist the Company to obtain a Qualified  Substitute Takeout,  but RMST shall do
so only as an  accommodation  to the  Company.

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RMST  shall  have no  additional  obligation  to the  Company as a result of its
efforts and no  liability  to the  Company  for the results (or  failure) of its
efforts.

         Section 22.  Failure to Sell. If for any reason,  except the willful or
grossly  negligent  act  or  omission  of  RMST,  the  Agent  or  the  Warehouse
Purchasers,  the Company has not caused any  Eligible  Mortgage to be sold to an
Investor on or before the date (the "Failure Date") that is the earlier of:

                  (a) ninety (90) days after the Warehouse  Purchasers purchased
         the Eligible Mortgage or

                  (b) (i) in the  case  of Bulk  Purchase  Mortgages,  the  Bulk
         Mortgage Takeout Date or, (ii) as to all other Eligible Mortgages,  the
         date the Commitment which relates to that Eligible Mortgage expires,

then, on or before the date (the "Mortgage Default Date" for that Mortgage) that
is three (3) Banking  Business  Days after the Failure  Date,  the Company shall
repurchase the Eligible Mortgages from the Warehouse Purchasers (or RMST if RMST
has purchased the Mortgage) for the Applicable Repurchase Amount.

         Section 23.  Effect of Company's  Failure.  If by the Mortgage  Default
Date the Company has not repurchased the Lost Commitment  Mortgage or obtained a
Qualified  Substitute  Takeout  in the case of a failure  under  Section  20, or
repurchased  the  Mortgage in the case of a failure  under  Section 22, then the
Company shall be in default of its obligations  under this Agreement with regard
to that  Mortgage  (which shall be "Affected  Mortgage"  after that failure) and
shall have committed a breach of this Agreement.

                               DEFECTIVE MORTGAGES

         Section 24. Defective  Mortgages.  If RMST determines that any Eligible
Mortgage  is a  Defective  Mortgage  the  Company  shall  wholly  cure  (to  the
satisfaction  of RMST and the Agent) such  defects in the  Mortgage  upon notice
from RMST.  If the Company fails to wholly cure such defects by the day which is
three  (3)  Banking  Business  Days  after  the  notice  to cure  from RMST (the
"Mortgage  Default  Date"  for that  Mortgage),  then,  by  notice  given to the
Company,  RMST may require  that by the close of the next  Banking  Business Day
following receipt of RMST's notice,  the Company shall either (i) repurchase the
Defective Mortgage from the Warehouse  Purchasers (or RMST if RMST has purchased
the Mortgage) for the Applicable  Repurchase  Amount,  or (ii)  substitute a new
Eligible  Mortgage  (the  "Substitute  Mortgage"),  which  is  in  all  respects
acceptable to RMST and the Agent in their reasonable discretion.

         Section 25.  Payment of Shortfall  Amount.  If the aggregate  principal
balances  of all  Substitute  Mortgages  are less than the  aggregate  principal
balances of all Defective Mortgages being replaced, then the Company shall remit
with such Substitute Mortgages an amount equal to the difference (the "Shortfall
Amount") between the aggregate principal balance of the Substitute Mortgages and
the  Defective  Mortgages,  plus any fees that would have been earned under this
Agreement on the aggregate principal balance difference calculated as if, on the
date of such remittance,  the Company were  repurchasing a Mortgage in principal
amount equal to the Shortfall  Amount and covered by the same  Commitment as the
Defective  Mortgages  which were only partially  replaced,  with the Period Held
applicable to such hypothetical Mortgage being repurchased ending on the date of
such  remittance.  Absent  manifest  error, or if the Company does not object in
writing to RMST's calculation of a Shortfall Amount and fees on or before thirty
(30) days after RMST gives the Company written notice of RMST's calculated value
of that Shortfall  Amount and fees,  RMST's  calculation of the Shortfall Amount
and fees shall be conclusive and binding.

         Section 26.  Effect of Company's  Failure.  If by the close of the next
Banking Business Day after notice under Section 24 the Company has not delivered
a Substitute Mortgage or repurchased;  the

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                                                                        of Texas

Defective  Mortgage,  then the  Company  shall be in default of its  obligations
under this  Agreement  with regard to that  Mortgage  (which  shall be "Affected
Mortgage"  after  that  failure)  and  shall  have  committed  a breach  of this
Agreement.

                           REMEDIES-AFFECTED MORTGAGES

         Section 27.  Effect of Breach.  Upon the  occurrence  of a breach under
Section 23 or Section 26, RMST, in addition to its rights otherwise provided for
under  this  Agreement,  may elect  then,  or at any time  thereafter,  to:  (i)
terminate the Company's rights and obligations to service the Affected Mortgage;
(ii)  obtain a new  Commitment  from a third  party  to  purchase  the  Affected
Mortgage; (iii) cause the Warehouse Purchasers to sell-or, if RMST has purchased
the  Affected  Mortgage,  sell-the  Affected  Mortgage  to a third  party;  (iv)
terminate  this  Agreement  by giving  notice to the  Company in which event the
provisions of Section 45 shall apply; or (v) do any combination of those things.

         Section 28.  Effect on Value  Replacement  Obligations.  The  Company's
breach of this  Agreement  under Section 23 or Section 26 shall not terminate or
abate the Company's  value  replacement  obligations  to RMST with regard to the
Affected  Mortgage,  as provided  for in Section 32 of this  Agreement,  and the
value replacement obligations to RMST with regard to the Affected Mortgage shall
only terminate upon (i) the sale of the Affected  Mortgage to a third party,  or
(ii) the  repurchase by the Company of the Affected  Mortgage from the Warehouse
Purchasers  (or RMST if RMST has  purchased  the  Mortgage)  for the  Applicable
Repurchase Amount.

         Section  29.  Sale  to  Third  Party.  If  RMST  causes  the  Warehouse
Purchasers  to sell any Affected  Mortgage to a third party as  permitted  under
Section 27, then, in the absence of manifest error,  the purchase price obtained
by the Warehouse Purchasers shall be conclusively presumed to be the fair market
value of that Affected  Mortgage  (which mayor may not be the same as the quoted
market value for comparable mortgages as quoted on the quotation system which is
used for calculating the value  replacement  obligations to RMST as provided for
in Section 32).

         Section 30. Make Whole Payment.  Upon the sale of any Affected Mortgage
to a third  party,  the Company  shall  promptly pay to the Agent an amount (the
"Make Whole  Payment")  equal to the Minimum Net Share as of the sale date, less
the net  proceeds  realized  by the  Warehouse  Purchasers  upon the sale of the
Affected Mortgage.  RMST may offset any value replacement previously paid by the
Company  with  respect to the to the  Affected  Mortgage  against the  Company's
obligation  to pay the Make Whole  Payment,  and if there is any excess of value
replacement   related  to  the  Affected   Mortgage  after  applying  the  value
replacement  to the Make Whole  Payment,  RMST will  refund  such  excess to the
Company,  provided that the Company is not then in default in performance of any
of  its  obligations  under  this  Agreement  in  any  other  respect.  However,
application  of the value  replacement  related to the Affected  Mortgage to the
Make Whole  Payment  shall in no way limit or waive any rights  RMST may possess
under or diminish any  obligations of the Company with respect to, any provision
of the Agreement for any Mortgage, including the Affected Mortgage.

                                VALUE PROTECTION

         Section  31.  Reliance  by RMST.  The  Company  acknowledges  that when
arranging  for the  purchase  of  Mortgages,  RMST  will  rely on the  Company's
representations  that: (i) the Commitment  obtained by the Company in respect of
each Offer (other than an Offer  relating to a Bulk Purchase  Mortgage)  will be
the source for RMST and the  Warehouse  Purchasers  to recover  the  Minimum Net
Share in respect of the  Mortgage  and the  Mortgage  will be  purchased  by the
Investor no later than the i date  prescribed in the  Commitment;  and (ii) each
Bulk Purchase  Mortgage will be ii acquired by.  Investors by .its Bulk Purchase
Mortgage  Takeout Date for an amount at least  sufficient to permit RMST and the
Warehouse  Purchasers  to recover  the  Minimum  Net Share  with  respect to the
Mortgage.

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                                                                        of Texas

         Section 32. Value Replacement  Payment. If the Warehouse  Purchasers or
RMST hold any Bulk  Purchase  Mortgages  or if there are any Lost  Commitment  i
Mortgages  which have not been sold to Investors or  repurchased by the Company,
then  RMST  may  require  the  Company  to  make   payments  to  the   Warehouse
Purchasers-or  to  RMST  if RMST  holds  the  Bulk  Purchase  Mortgages  or Lost
Commitment  Mortgages-to  reduce  the  purchase  price  for the Lost  Commitment
Mortgages and the Bulk Purchase Mortgages ("Value  Replacement  Payments").  The
amount of the Value Replacement  Payment on any day for a Bulk Purchase Mortgage
or Lost Commitment  Mortgage is the amount, if greater than zero,  sufficient to
cause (i) the  Minimum  Net Share  for that day for that  Mortgage  based on the
purchase price paid by the Warehouse  Purchasers  for that Mortgage  (reduced by
this and any prior Value  Replacement  Payment),  to be no greater than (ii) the
value on that day of mortgage-backed  securities based on and backed by mortgage
loans comparable to the Mortgage.  In determining the Value Replacement Payment,
RMST may use such reasonable averaging, allocation and attribution methods as it
shall elect,  and absent  manifest  error,  the market value quoted for any such
security  as quoted on the  quotation  system to which RMST  subscribes  (or any
comparable  system to which RMST may  hereafter  subscribe and RMST may elect to
use  for the  purposes  of  determining  the  market  value  of  mortgage-backed
securities)  shall be conclusive  evidence of the market value of such security.
The Company  shall pay the Value  Replacement  Payment to RMST no later than the
next Banking Business Day after RMST makes demand by notice to the Company.

         Section 33. Bulk Mortgage Takeout  Protection.  The Bank shall maintain
the Bulk Mortgage Protection Amount on deposit in an account (the "Bulk Mortgage
Takeout  Protection  Account")  in a bank  designed by RMST.  The Bulk  Mortgage
Takeout  Protection  Account  shall  be an  account  in the name of RMST for the
benefit  of the  Company  but as to which the  Company  shall  have no rights of
withdrawal.  If there is a Default,  any amounts  remaining in the Bulk Mortgage
Takeout  Protection  Account shall be cash  collateral  securing any rights RMST
shall have pursuant to this Agreement.

                                    SERVICING

         Section 34. Servicing After Purchase.  After the Eligible Mortgages are
purchased,  the Company agrees to service and administer the Eligible  Mortgages
for the benefit of the Warehouse  Purchasers in accordance with prudent mortgage
loan  servicing  standards  and  procedures  generally  accepted in the mortgage
banking  industry  and  in  accordance  with  the  servicing  provisions  of the
applicable GNMA, FNMA or FHLMC mortgage-backed  securities seller/servicer guide
("Guide") for the account, however, of the Warehouse Purchasers instead of GNMA,
FNMA or  FHLMC,  provided  that the  Company  shall  at all  times  comply  with
applicable law, FHA regulations and VA regulations  and: the requirements of any
private  mortgage  insurer so that the FHA insurance,  VA guarantee or any other
applicable  insurance  or guaranty  applicable  to any Mortgage is not voided or
reduced.

         Section 35.  Remittances.  As long as the  Warehouse  Purchasers  own a
Mortgage,  the  Company  agrees  to remit to RMST  according  to the  terms  and
provisions  contained in Section 18. Such sums  received will be for the benefit
of the Warehouse Purchasers.

         Section  36.  Escrow  Accounts.  All  escrow  amounts  relating  to all
Eligible  Mortgages  shall be maintained  on deposit in an individual  custodial
account at a bank that meets the definition of "well capitalized" and is insured
by the Federal Deposit  Insurance  Corporation.  until the Eligible  Mortgage is
sold to an Investor.

         Section  37. No Charge  for  Services.  The  Company's  services  under
Section 34 shall be provided without charge.

         Section 38. Termination of Servicing.  If RMST terminates the Company's
rights and obligations to service a Mortgage, the Company shall promptly deliver
all files and papers  related to that  Mortgage to

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                                                                        of Texas

RMST.  Any  ancillary  income  received by RMST related to the  servicing of the
Mortgage  shall  not be  applied  to or  reduce  the  Minimum  Net Share for the
Mortgage.

                                    SECURITY

         Section 39.  Security  Agreement.  To secure  performance of all of the
Company's  obligations  under this  Agreement and under each Offer,  the Company
hereby grants to RMST,  for itself,  the Agent and the Warehouse  Purchasers,  a
security  interest in all of the Company's  present and future right,  title and
interest in and to: (i) the Company's share of Sale Proceeds,  if any; (ii) each
unexpired  Commitment;  (iii) the Settlement Account; (iv) the Proceeds Account;
and  (v) the  Bulk  Mortgage  Takeout  Protection  Account.  All  such  security
interests  granted  hereby  shall be first and prior and shall  continue in full
force and effect,  notwithstanding any termination of this Agreement,  until all
of the Company's  obligations  to RMST,  the Agent and the Warehouse  Purchasers
under this  Agreement  and every  accepted  Offer have been fully  performed and
satisfied.  RMST shall have all of the rights of a secured  party under the laws
of the state where such collateral is located,  and shall have the express right
to transfer any collateral into its own name, either before or after default.

         Section  40.  Right of  Offset.  RMST shall also have a right of offset
against the Proceeds Account for, and to secure,  any and all sums due RMST, the
Agent or the Warehouse Purchasers under this Agreement.

         Section  41.  Subrogation  to  Rights  Under  Commitment.  The  Company
recognizes  that  by  virtue  of  the  Warehouse  Purchasers'  ownership  of the
Mortgages  and RMST's  rights  under  this  Agreement,  RMST,  the Agent and the
Warehouse  Purchasers have a valuable  property right in the Commitment,  and to
secure that right the Company  shall  permit RMST to subrogate to all rights the
Company may have in the  Commitment  if the Company  fails to perform any of its
obligations under this Agreement.

         Section 42.  Construction  as  Financing.  Without  limiting any of the
foregoing  provisions,  if for any  reason any court of  competent  jurisdiction
shall  construe  the  purchase  by the  Warehouse  Purchasers  of  any  Eligible
Mortgages  to be a loan or  extension  of credit  rather than the  absolute  and
unconditional  sale to the  Warehouse  Purchasers  which the Company  and:  RMST
expressly  hereby declare that they intend it to be, then the provisions of this
Agreement  shall be  construed  and given  effect so as to create and perfect in
RMST, for itself,  the Agent and the Warehouse  Purchasers,  a first,  prior and
continuous  security  interest in all of the Company's  interests in each of the
affected  Eligible  Mortgages  and all proceeds  from (1) the earlier of (a) the
date the Warehouse  Purchasers  give value for the Eligible  Mortgage or (b) the
date the Company  acquires (or reacquires) an interest in the Eligible  Mortgage
until (2) the  earlier of (x) the sale of the  Eligible  Mortgage to an Investor
pursuant to the terms of this  Agreement or (y) complete  fulfillment  of all of
the Company's  obligations  to RMST under this  Agreement.  The term  "proceeds"
shall be construed to include each  Commitment  related to the Mortgage.  In the
event of such a construction,  the amount of all fees and realizations  owed to,
earned by or payable to RMST or the Warehouse  Purchasers for the transaction or
transactions   so  construed   shall  be  absolutely   limited  to  the  maximum
non-usurious  amount of interest  allowed by whichever of  applicable  Texas (or
other  applicable  state law) or  federal  laws  permit  the higher  amount of r
interest to be contracted for,  reserved,  charged or received (as applicable to
the circumstance), it being the intention of the parties to comply with, and not
to evade, all usury and other applicable laws.

                                    INDEMNITY

         Section 43.  Indemnification  of RMST and Others. The Company agrees to
and does hereby  indemnify and hold harmless  RMST,  the Agent and the Warehouse
Purchasers  against  any  and all  liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments, suits, claims, cost, expenses and

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                                                                        of Texas

disbursements  of any  kind or  nature  whatsoever,  which  may be  imposed  on,
incurred by, or assessed against RMST, the Agent or the Warehouse  Purchasers in
any way  related  to,  or  arising  out of any of the loan  papers or any of the
transactions  contemplated  therein,  to the extent that any of the same results
directly or  indirectly  from any claims made or actions,  suits or  proceedings
commenced  by or on behalf  of any  person  other  than  RMST,  the Agent or the
Warehouse Purchasers, provided that RMST, the Agent and the Warehouse Purchasers
shall  not have the  right to be  indemnified  hereunder  for their own fraud or
negligence.  The  indemnities  contained  in  this  section  shall  survive  the
termination of this Agreement.

                                     DEFAULT

         Section  44.  Default.  The  following  shall be a Default  under  this
Agreement:

                  (a) as to any FNMA,  FHLMC, GNMA or HUD programs for which the
         Company  has,  at any time,  represented  to RMST that the  Company was
         eligible  to   participate,   the  Company  loses  its  eligibility  to
         participate in that program;

                  (b) the  Company's  participation  in a take  out  program  is
         suspended by the Investor offering that program for a reason other than
         termination of the program as a whole by the Investor;

                  (c)  anyone  of  the  Key  Principals  ceases  to be  actively
         involved in the  management  of the  Company for any reason  (including
         death,  disability  or  retirement)  or the  ceases  to  own an  equity
         Interest In the Company;

                  (d) any equity interest in the Company is issued to any person
         who is not a Key Principal;

                  (e) there is, in the reasonable  judgement of RMST, a material
         adverse change in the Company's financial condition,  the prospects for
         the Company's timely and complete  performance of its obligations under
         this  Agreement  or the  prospects  for  the  Company's  continuing  in
         business as a going concern;

                  (f)  the  Agent  determines  that  the  Company  is no  longer
         eligible to participate in the Warehouse Facility;

                  (g) the fair value of the  Company's  assets do not exceed its
         liabilities,  or the  Company  does not have  sufficient  cash  flow to
         enable  it to pay  its  debts  as they  mature  or the  Company  has an
         unreasonably small capital to conduct its business;

                  (h) the Company voluntarily seeks,  consents to, or acquiesces
         in  the  benefit  of  any  liquidation,  conservatorship,   bankruptcy,
         moratorium, arrangement,  receivership,  insolvency,  reorganization or
         similar  laws  from  time to time in effect  and  affecting  creditors'
         rights generally (collectively "Debtor Laws") or becomes a party to, or
         is made the subject of, any  proceeding  provided for by any Debtor Law
         (other than as a creditor or claimant) that could stay the  enforcement
         of RMST's rights or the rights of the Warehouse Purchasers;

                  (i) the Company is not, in the  reasonable  judgement of RMST,
         able to comply with the  underwriting,  closing,  delivery  and funding
         requirements of any of its institutional end-loan investors; or

                  (j) the Company  commits a breach of this  Agreement  which is
         not cured  within five (5) Banking  Business  Days of the giving of the
         notice of default by RMST provided  there shall be no cure period for a
         breach under Section 23 or Section 26.

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                                                                        of Texas

         Section 45. Remedies.  Upon the occurrence of a Default, in addition to
its  rights  under  Section  27,  RMST may by  notice  given  to the  Company(i)
terminate the Company's  rights and  obligations  to service any or all Eligible
Mortgages purchased by the Warehouse Purchasers;  (ii) terminate any obligations
RMST has to cause  future  purchases to be funded  under this  Agreement;  (iii)
cause the Warehouse  Purchasers to sell-or, if RMST has purchased some or all of
the Eligible Mortgages, sell-any or all of the Eligible Mortgages to one or more
third parties; (iv) terminate this Agreement by giving notice to the Company; or
(v) do any combination of those things.

         Section 46. Effect of  Termination.  Upon  termination,  this Agreement
will survive and  otherwise  remain in full force and effect with respect to all
of Company's  obligations and responsibilities for Mortgages purchased hereunder
except that all monetary  obligations  of the Company to RMST,  the Agent or the
Investors  shall bear  interest at the  Default  Rate and the  determination  of
Minimum Net Share  shall be  determined  using the Default  Rate for all periods
after the occurrence of the Default.  The Company will, after such  termination,
reasonably  cooperate  with RMST,  the Agent,  the Warehouse  Purchasers and the
Investors in completing all transactions, documents, reports,- payments and acts
contemplated or provided hereunder.

         Section 47. Costs of Collection and Enforcement.  The Company shall pay
(i) all fees,  charges,  or taxes for the recording or filing of any document to
create or perfect the security  interest created by Section 39; (ii) all amounts
reasonably  expended,  advanced or incurred by RMST,  the Agent or the Warehouse
Purchasers to satisfy any  obligation of the Company  under this  Agreement,  to
collect  the any  obligations  arising  under this  Agreement  or to enforce the
rights of RMST,  the Agent or the  Warehouse  Purchasers  under this  Agreement,
including all court costs,  attorneys'  fees (whether for trial,  appeal,  other
proceedings or otherwise),  fees of auditors and accountants  and  investigation
expenses reasonably  incurred by RMST, the Agent or the Warehouse  Purchasers in
connection with any such matters;  and (iii) interest at an annual interest rate
equal to the Default  Rate on each item  specified in clauses (i) and (ii) above
from ten (10) days after the date of written demand or request for reimbursement
to the date of reimbursement.

                    REPRESENTATIONS AND WARRANTIES; COVENANTS

         Section 48. Representations and Warranties.  The Company represents and
warrants (and such  representations and warranties shall be deemed remade at the
time  any  Mortgage  is  sold  to the  Warehouse  Purchasers  pursuant  to  this
Agreement) as set forth below.

                  (a) Blank  Assignments'  Validity.  The written  assignment of
         each Mortgage in blank from the Company is valid and effective and RMST
         or the Agent and each of its  successors,  substitutes  and assigns are
         each duly authorized to complete the blanks in each such assignment and
         to take  such  other  steps as are  necessary  or  appropriate,  in the
         judgment of the person acting, to transfer the Mortgage and any related
         Commitment,  as  contemplated  by the Specific  Power of Attorney  form
         attached as Appendix 3 (and the Company hereby agrees to execute one or
         more originals of such Specific Power of Attorney and any supplement to
         it which RMST may from time to time request from the Company.)

                  (b)  Documents   Genuine,   Statements   True.  All  documents
         submitted in  connection  with each Offer are genuine,  the  statements
         contained in the Offer  submitted to RMST and all other  statements and
         representations as to any such Mortgages are accurate, true and correct
         in  all  material  respects  and  meet  each  of the  requirements  and
         specifications of this Agreement.

                  (c) Delivery Risk and  Responsibility.  All  deliveries of all
         Mortgage  documents shall be at the Company's risk and (except only for
         deliveries  of Mortgages  required to be made by the Agent as custodian
         under  the  relevant   GNMA,   FNMA  or  FHLMC  Guide)  the   Company's

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                                                                        of Texas

         responsibility, and the Company agrees to indemnify RMST, the Agent and
         the Warehouse  Purchasers  and hold each of them harmless from all bona
         fide and reasonable  claims,  loss, cost, damage or expense  (including
         reasonable  attorneys'  fees)  arising out of or incurred in connection
         therewith, including any resulting in whole or in part from RMST's, the
         Agent's or the  Warehouse  Purchaser's  own acts  except  only to i the
         extent that any such loss,  cost or expense  results  solely from their
         negligent acts or omissions or breach of this Agreement.

                  (d) Each Mortgage  Valid.  Each Mortgage sold to the Warehouse
         Purchasers has been duly executed by the mortgagor(s), acknowledged and
         recorded (or duly sent by the Closer to be  recorded)  and is valid and
         binding upon such  mortgagor(s)  and enforceable in accordance with its
         terms.

                  (e) Mortgage  Guaranty and  Insurance.  Each Mortgage that the
         Company  represents  to be  insurable  by FHA or by a private  mortgage
         insurer,  or  sufficient  to be  guaranteed by the VA, is or will be so
         insured or guaranteed as represented.

                  (f) Mortgages'  Characteristics.  The full principal amount of
         each Mortgage has been (or when funded by the  Warehouse  Purchasers if
         so requested,  will be) advanced to the  mortgagor  under the Mortgage,
         either by payment  directly to the  mortgagor or by payment made on the
         mortgagor's  request or approval;  the unpaid  principal  balance is as
         stated in the Offer; all costs,  fees and expenses  incurred in making,
         closing and  recording  the Mortgage have been paid (or will be paid at
         the closing);  no part of the property covered by the Mortgage has been
         or will be released from its lien; the terms of the Mortgage have in no
         way been  changed or  modified  and the  Mortgage is current and not in
         default.

                  (g) Mortgages Comply with Law. As to each individual  Mortgage
         offered to or purchased  by the  Warehouse  Purchasers,  and all escrow
         balances related to the Mortgages,  all applicable  federal,  state and
         local laws,  rules and regulations  have been complied with,  including
         the Real Estate Settlement Procedures Act, the Equal Credit Opportunity
         Act, the Flood Disaster  Protection  Act, the Truth-  in-Lending Act of
         1968, the Depository Institutions Deregulatory and Monetary Control Act
         of 1980, all as amended,  and regulations  issued pursuant to them; and
         all usury laws and  limitations,  all conditions  within the control of
         the Company as to the validity of the insurance or guaranty required by
         the  National  Housing  Act of 1934,  as  amended,  and the  rules  and
         regulations thereunder,  and the Servicemen's Readjustment Act of 1944,
         as  amended,  and  the  rules  and  regulations  thereunder,   and  all
         requirements  of the mortgage  insurance  companies or other  insurers,
         have been properly  satisfied,  and such insurance or guaranty is valid
         or enforceable.  All escrow balances have been calculated in accordance
         with  the  contractual   provisions  of  the  Mortgage,   or,  if  more
         restrictive,  in accordance  with any  applicable  GNMA,  FNMA or FHLMC
         Guides.

                  (h)  Title  Insurance.  There  is in  force  a  paid-up  title
         insurance policy on each Mortgage issued by an accredited title insurer
         in an amount at least  equal to the  outstanding  principal  balance of
         such Mortgage. The title insurance policy has been, or shall be, issued
         by a  title  insurance  underwriter  duly  authorized  to  issue  title
         insurance in the state where the real property  covered by the Mortgage
         is located.

                  (i) Hazard  Insurance.  Hazard insurance  policies meeting the
         requirements  of each the Mortgage and of the  relevant  GNMA,  FNMA or
         FHLMC Guide and the Investor's requirements are in force.

                  (j)  Servicing  Not  Otherwise  Pledged.  If  applicable,  the
         Company has not directly or  indirectly  pledged any  servicing  rights
         with respect to any Mortgages  offered to or purchased

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                                                                        of Texas

         by the  Warehouse  Purchasers  under  this  Agreement  to any person or
         entity other than the Warehouse  Purchasers pursuant to this Agreement,
         nor will the Company do so without RMST's prior written approval.

                  (k) Commitments. The Company warrants that each Commitment is,
         and will remain forever, free of any security interest, lien, claim, or
         encumbrance  of any kind and may be assigned by the Company to RMST and
         its assigns.

                  (l)  Appraisals  Satisfy  Applicable  Requirements.  A written
         appraisal  of the  real  property  securing  each  :Mortgage  has  been
         prepared by a  duly-licensed  appraiser and satisfies all  requirements
         for any  applicable  VA guaranty,  FHA  insurance  or private  mortgage
         insurance and all requirements imposed by the Investor which issued the
         Commitment  covering such Mortgage,  as well as the  requirements of 12
         C.F.R.,  Part 323,  as  amended or  replaced  (if the  Mortgage  is two
         hundred fifty thousand dollars ($250,000) or more).

                  (m) Quality  Control  Reports.  The Company  agrees at its own
         cost to provide periodic reports to RMST as requested by RMST from time
         to time, of the Company's  Mortgage loan  origination,  acquisition and
         servicing operations performed by the quality-control  reviewer,  which
         is satisfactory to the applicable governing agency and RMST.

                  (n) Eligibility.  The Company will be approved,  qualified and
         in good standing as:

                           (i)      an   FHA-approved   mortgage,   eligible  to
                                    originate,  purchase, hold, sell and service
                                    FHA loans;

                           (ii)     a VA-approved (not VA automatic)  mortgagee,
                                    eligible to originate,  purchase, hold, sell
                                    and service VA loans;

         prior to making an Offer for a FHA or VA loan,  as the case may be, and
         at the time of making that Offer meets all  requirements  applicable to
         its status as such.  The Company agrees not to take or omit to take any
         act  which  would  result  in its  losing  its  status  as an  eligible
         mortgagee, seller and issuer as described above.

                  (o)  Organization;   Good  Standing.  The  Company  (i)  is  a
         corporation duly organized, validly existing and in good standing under
         the  laws  of the  jurisdiction  of its  incorporation;  (ii)  has  the
         requisite legal power and authority to own its property and to carry on
         its business as currently  conducted  and (iii) is duly  qualified as a
         foreign  corporation  to do  business  and is in good  standing in each
         jurisdiction  in which  the  transaction  of its  business  makes  such
         qualification  necessary,  except  in  jurisdictions,  if any,  where a
         failure to be in good  standing has no material  adverse  effect on its
         financial condition.

                  (p)  Licensed.  The  Company  is  licensed  and  qualified  to
         transact the mortgage  origination business in, and is in good standing
         under,  the laws of each state in which  real  estate  which  secures a
         Mortgage is located or is otherwise  exempt under  applicable  law from
         such licensing and qualification.  There has been no unsatisfied demand
         made upon the Company by any state in which real estate which secures a
         Mortgage  is located  that the  Company be  licensed  or  qualified  to
         transact  the  mortgage  origination  business  under  the laws of that
         state.  The  Company  is in  compliance  with  the  laws of all  states
         necessary to insure the enforceability of each Mortgage.

                  (q) Authorization;  No Conflict. The Company has the power and
         authority  to  execute,  deliver  and  comply  with  the  terms of this
         Agreement.  The Company's  execution,  delivery and performance of this
         Agreement:  (i) have been duly and validly  authorized by all necessary
         corporate  action on the Company's  part (none of which action has been
         modified or

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MORTGAGES PURCHASE AGREEMENT                                             PAGE 15
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                                                                        of Texas

         rescinded  and all of which is in full force and  effect);  (ii) do not
         and will not: (1) conflict  with or violate any laws or court orders of
         which the Company is, or in the normal  course of its  business  should
         be, aware of, or the Company's articles of incorporation or bylaws; (2)
         either  conflict  with,  result in a breach  of,  constitute  a default
         under, require any consent under, or result in the creation of any lien
         or security  interest (other than the security interest created by this
         Agreement)  upon any of the  Company's  property  under any  agreement,
         indenture or other papers to which the Company is party or by which the
         Company or its property may be bound or affected;  and (iii) do not and
         will not  result  in,  or  permit  the  holder  of any such  agreement,
         indenture  or other  papers to cause,  the  acceleration  of any of the
         Company's:  (1) debt; (2)  obligations in respect of letters of credit,
         acceptances or similar  obligations issued or created for the Company's
         account;  (3) direct or  indirect  guaranties  of debt of  others;  (4)
         liabilities  secured  by any  lien or  security  interest  existing  on
         property owned by the Company, including secured liabilities which have
         not been assumed by the Company or with respect to which the Company is
         not personally  liable; or (5) liabilities in respect l of unfunded and
         vested benefits-under ERISA plans.

                  (r) Enforceability.  This Agreement  constitutes the valid and
         binding I obligation of the Company  enforceable in accordance with its
         terms,  except as,  limited  by (i)  bankruptcy,  insolvency  or  other
         similar laws now or hereafter in effect  affecting the  enforcement  of
         creditors' rights and (ii) the application of equitable principles.

                  (s)  Approvals.  The Company's  execution and delivery of this
         Agreement  and the  Company's  performance  of its  obligations  do not
         require any license,  consent, approval or other action of any court or
         other  governmental  authority other than those that the Company is, or
         in the normal  course of its  business  should be, aware of, other than
         those which have been obtained and remain in full force and effect.

                  (t)  Financial  Statements.  The  Company's  annual  financial
         statements for the most recent two fiscal years ending more than ninety
         (90) days prior to the date of this  Agreement  have been  furnished to
         RMST. The annual financial statements are audited.

                  (u)  Presentation.   The  financial  statements  furnished  as
         described in (t) above and any  financial  statements  provided to RMST
         pursuant to Section 49 fairly present the Company's financial condition
         and the results of the  Company's  operations  as of and for the fiscal
         period ended on the respective dates of such financial  statements.  On
         the dates of such  financial  statements,  the Company  was, and on the
         date of any sale of any Mortgage  hereunder is, solvent (i.e.,  able to
         pay its debts as they mature and having  assets with value greater than
         its liabilities). Such financial statements were prepared in accordance
         with generally-accepted  accounting principles.  Since the date of such
         financial  statements,  nothing has  occurred  which has had a material
         adverse effect on the Company's  operations or financial  condition nor
         is the  Company  aware of any  state of facts  which  (with or  without
         notice  or  lapse of time or both)  would  or  could  result  in such a
         material  adverse effect,  and the Company is solvent as of the date of
         this  Agreement and will  maintain its solvency on a continuing  basis.
         Notwithstanding any of the aforementioned the Company further agrees to
         maintain  its  tangible  net worth at a minimum of Two Million  Dollars
         ($2,000,000).

                  (v)  Litigation.  There  are  no  actions,  claims,  suits  or
         proceedings  pending,  or to the  Company's  knowledge,  threatened  or
         reasonably anticipated, against or affecting the Company by any person,
         entity or governmental authority, other than those disclosed in (i) its
         most recent  audited annual  financial  statements or (ii) as listed on
         Appendix 6 which, if adversely  determined,  may reasonably be expected
         to result in a material  adverse effect on the Company's  operations or
         financial condition.

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MORTGAGES PURCHASE AGREEMENT                                             PAGE 16
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                                                                        of Texas

                  (w)  Payment of Taxes.  The  Company has filed or caused to be
         filed  all of the  Company's  federal,  state  and  other  tax  returns
         required  to be filed,  all such  returns  are true and correct and the
         Company has paid (or caused to be paid) all material taxes that are due
         and payable as shown on such  returns,  including all  applicable  FICA
         payments and  withholding  taxes,  except taxes being contested in good
         faith.  The amounts  reserved as a liability  for taxes  payable in the
         financial  statements described above are sufficient for payment of all
         of the Company's unpaid taxes, whether or not disputed,  accrued for or
         applicable to the period and on the dates of such financial  statements
         and all years and  periods  prior to them and for which the Company may
         be liable in its own right or as  transferee  of the  assets  of, or as
         successor to, any other person or entity.

                  (x) VA and FHA  Loans.  The  Company  has  complied,  and will
         continue  to  comply,  with all  applicable  laws in respect of the FHA
         insurance  or VA  guaranty  of  each  Mortgage  offered  or sold to the
         Warehouse  Purchasers and designated by the Company as an FHA loan or a
         VA loan,  respectively,  and such  insurance  or  guaranty  is and will
         continue to be in full force and effect. All such FHA loans or VA loans
         comply and will continue to comply in all respects with all  applicable
         requirements for purchase under the industry  standard forms of selling
         contracts for FHA loans or VA loans,  respectively,  and any supplement
         to  them  then  in  effect.  All  Mortgages  offered  to the  Warehouse
         Purchasers  under this Agreement and represented to be (i) VA loans are
         currently  guaranteed by VA or (ii) FHA loans are currently  insured by
         FHA.  With respect to Mortgages  not yet endorsed by FHA for  insurance
         and  Mortgages  for which the Company has not yet obtained  evidence of
         guaranty  from VA or  insurance  from FHA,  the Company  shall  proceed
         diligently and promptly to comply with the  documentation  requirements
         and all  other  applicable  requirements  in order to  procure  the FHA
         endorsement  for insurance or evidence of VA guaranty or FHA insurance,
         as the case may be and, in the event that the  Company  ever has reason
         to  believe  that  any  such   endorsement  or  evidence  will  not  be
         forthcoming,  the Company shall  promptly so notify RMST and repurchase
         the related FHA loan or VA loan.

                  (y) Fire and Casualty Policies. All fire and casualty policies
         covering  the  premises  encumbered  by  each  Mortgage  offered  to or
         purchased  by  the  Warehouse  Purchasers  under  this  Agreement:  (i)
         presently  name  and  will  continue  to  name  the  Company  "and  its
         successors  and/ or assigns in  interest as they may appear" of each as
         the  insured  under a standard  mortgage  clause  or, for newly  funded
         Mortgages, a notice for an endorsement changing the named mortgagee has
         been  submitted  to the  carrier and will be pursued  diligently  until
         issued;  (ii) are and will continue to be in full force and effect; and
         (iii)  afford and will  continue to afford  insurance  against fire and
         such other risks as are usually  insured,  against in the broad form of
         extended  coverage  insurance from time-to-time  available,  as well as
         insurance  against  flood  hazards if it is  required by FHA, VA or any
         applicable law, court or other governmental authority.

                  (z) Flood Insurance.  Mortgages offered to or purchased by the
         Warehouse Purchasers under this Agreement which are secured by premises
         located  in a  special  flood  hazard  are  designated  as  such by the
         Secretary of HUD which require flood  insurance are and shall  continue
         to be covered by  special  flood  insurance  under the  National  Flood
         Insurance Program.

                  (aa)  Year  2000.   The  Company  has  undertaken  a  detailed
         inventory, review, and assessment of all areas within and affecting the
         Company's  business and operations that could be adversely  affected by
         the failure of the Company to be Year 2000 Compliant on a timely basis;
         has  developed  a detailed  plan and time line for  becoming  Year 2000
         Compliant on a timely basis; and, to date, has implemented that plan in
         accordance with the specified  timetable in all material respects.  The
         Company  has  made  written  inquiry  of  each  of  the  Company's  key
         suppliers,  vendors and  customers as to whether they will be Year 2000
         Compliant in all  material  respects on

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MORTGAGES PURCHASE AGREEMENT                                             PAGE 17
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                                                                        of Texas

         a timely  basis and on the basis of that inquiry  believes  that all of
         them will be so compliant.  As used herein, "Year 2000 Compliant" shall
         mean  that all  software,  embedded  microchips  and  other  processing
         capabilities  utilized by the Company or the Company's  key  suppliers,
         vendors and customers will correctly process,  sequence, and calculate,
         without interruption,  all date and date related data for all dates to,
         through and after January 1, 2000,  including  leap year  calculations,
         and  recognize,  store and transmit date data in a format which clearly
         indicates the correct century. As used herein, "key suppliers,  vendors
         and customers"  means those  suppliers,  vendors,  and customers of the
         Company whose business failure or material  business  disruption would,
         in RMST's  judgment,  be  reasonably  likely  to  result in a  material
         adverse  change in the business,  properties,  condition  (financial or
         otherwise), or prospects of the Company.

         Section 49. Covenants.

                  (a)  Servicing.  The Company agrees to service (or cause to be
         serviced) all Mortgages  purchased by the  Warehouse  Purchasers  under
         this  Agreement  which  the  Company  has  the  right  to  service,  in
         accordance with the servicing  standards stated above in this Agreement
         and  all  applicable  GNMA,  FNMA,  FHLMC,  FHA  and  VA  requirements,
         including  taking all actions  necessary to enforce the  obligations of
         the obligors under such Mortgage.

                  (b) Comply  with  Commitments.  The  Company  agrees to timely
         comply in all respects with all terms and conditions of all Commitments
         covering  any  Eligible  Mortgage  (and any  renewals,  extensions,  or
         modifications  of  them or  substitutions  for  them),  and  cause  the
         Mortgages  covered by and intended to be sold under each  Commitment to
         be so sold  before  its  expiration  date and in the  manner  and order
         contemplated by the Commitment.

                  (c) Maintain Commitments.  The Company agrees to maintain each
         Commitment and all of the Company's rights and obligations  under it in
         full force and effect,  not to pair off or otherwise cause or acquiesce
         in the effective  partial or complete  cancellation  of any  Commitment
         without RMST's specific  written  consent,  not to suffer or permit any
         default under any Commitment,  and to enforce performance by the issuer
         of each Commitment. Without limitation, the Company expressly agrees to
         timely  deliver  any and  all  margin  required  by the  terms  of each
         Commitment.

                  (d)  Change in  Status.  The  Company  agrees  to give  prompt
         written  notice to RMST of any  change in its  status as such or in the
         relationship between the Company and any Investor approved by RMST.

                  (e) Notification of Mortgage  Defaults.  The Company agrees to
         immediately  notify RMST upon  learning of any default under any of the
         Mortgages  purchased  (or  agreed  to be  purchased)  by the  Warehouse
         Purchasers, or of the institution of any proceeding before any court or
         other  governmental  authority in respect of a claimed violation by the
         Company or any other person of any statute, rule or regulation relating
         to any the Mortgage or a claimed defense or offset to any Mortgage.

                  (f) Loan  Documents.  The Company  agrees to maintain  -at the
         Company's  principal  office  or in the  office of a  computer  service
         bureau  engaged by the Company  -the  originals  (or copies in any case
         where the  original  has been  delivered  to RMST or the  Agent) of all
         promissory notes and mortgages or deeds of trust for the Mortgages, and
         all  Commitments  related to them, and all related  papers,  as well as
         files,  surveys,  certificates,  correspondence,  appraisals,  computer
         programs, tapes, disks, cards, accounting records and other information
         and data  relating  to such  Mortgages  for a period  not to exceed one
         year. Upon RMST's written request,  the Company will promptly make them
         conveniently available to RMST.

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MORTGAGES PURCHASE AGREEMENT                                             PAGE 18
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                                                                        of Texas

                  (g)  Current  Financial  Information.  The  Company  agrees to
         furnish  RMST,  within  ninety (90) days after the end of the Company's
         fiscal year,  audited  annual  financial  statements for that year end,
         reflecting the  corresponding  figures for the preceding fiscal year in
         comparative form,  accompanied by the related report acceptable to RMST
         prepared by the  Company's  independent  certified  public  accountants
         stating  that the  statements  were  prepared  according  to  generally
         accepted  account  principles  applied on a basis consistent with prior
         periods  except  for such  changes  in  generally  accepted  accounting
         principles   concurred   in  by  the   Company's   independent   public
         accountants.  Promptly when  available and least within sixty (60) days
         after  the  end of each  of the  first  three  fiscal  quarters  in the
         Company's  fiscal year,  the Company  shall  furnish RMST its financial
         statements for that quarter and the year to date,  each  reflecting the
         corresponding figures for the same quarter in the preceding fiscal year
         in  comparative  form.  If requested by RMST,  the Company will provide
         RMST monthly financial  statements no later than twenty (20) days after
         the close of each month in its fiscal year.

                  (h) Year 2000.  The  Company  shall  deliver to RMST  promptly
         after they become available the Company's Year 2000 plan and time line,
         all  periodic  internally  and  externally  prepared   evaluations  and
         progress reports  concerning the Company's Year 2000 plan and Year 2000
         readiness,   any   management  or  other  letters  from  the  Company's
         accountants   addressing   or  mentioning   the  Company's   Year  2000
         Compliance, and such other information,  documentation and materials as
         RMST may reasonably  request from time to time in order to confirm that
         the Company is Year 2000  Compliant and the methods used by the Company
         to become Year 2000 Compliant.

                  (i) Other  Information.  Promptly  upon  request,  the Company
         agrees to furnish such other information as RMST may request concerning
         the Company,  its business affairs,  the Mortgages and its relationship
         with any Investor.

         Section 50.  Adjustment  to Loan Set Up Fee. RMST may elect to increase
or decrease the Loan Set Up Fee from time to time by giving the Company  written
notice of the change  specifying  a date when the change will  become  effective
which is at least thirty (30) days after the notice.  Any change in the Loan Set
Up Fee  shall  be  effective  only as to  Mortgages  acquired  by the  Warehouse
Purchasers on or after the effective date of the change.

                                  MISCELLANEOUS

         Section 51. Assignment  Prohibited.  This Agreement may not be assigned
by the Company.

         Section 52. Notices. All notices, demands, consents, requests and other
communications  required or permitted to be given or made hereunder  shall be in
writing and shall be delivered in person or telecopied  (with an additional copy
to be  mailed as  provided  herein)  or  mailed,  first  class,  return  receipt
requested,  postage prepaid, addressed to the respective parties hereto at their
respective  addresses  hereinafter  set forth or, as to any such party,  at such
other  address as may be  designated by it in a notice to the other given in the
manner  provided in this Section.  All notices shall be  conclusively  deemed to
have been properly given or made when duly delivered, in person, to an Executive
Vice  President or more senior officer of the  addressee,  or if mailed,  on the
first Banking  Business Day after being  deposited in the mails or if telecopied
when transmitted, addressed as follows:

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MORTGAGES PURCHASE AGREEMENT                                             PAGE 19
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                                                                        of Texas

If to the Company:       Ira Silverman
                         President
                         And/or
                         Daniel Silverman
                         Executive Vice President
                         Community Home Mortgage Corporation
                         510 Broadhollow Road, Suite 100
                         Melville, NY 11747
                         Telephone: (516) 391-9100
                         Telecopy: (516) 391-9119

If to RMST:              HSA Residential Mortgage Services of Texas, Inc.
                         4550 Post Oak Place Drive, Suite 335
                         Houston, Texas 77027
                         Attention: Lawrence J. Trevino
                         Telephone: (713) 843- 7301
                         Telecopy: (713) 888-9014

If to Guarantor          Ira Silverman
                         Community Home Mortgage Corporation
                         510 Broadhollow Road, Suite 100
                         Melville, NY 11747
                         Telephone: (516) 391-9100
                         Telecopy: (516) 391-9119

With Copies to           Howard M. Sommers, Esq.
                         950 3rd Avenue
                         New York, NY 10022
                         Telephone: (212)-935-9060
                         Telecopy: (212)-421-1650

No notice to or demand on the  Company or any other  person  shall  entitle  the
Company or any other person to any other or further  notice or demand in similar
or other circumstances.

         Section 53. No Financing Intended.  This Agreement evidences a facility
for the sale of Mortgages to the  Warehouse  Purchasers,  and is not intended by
the Company or RMST to evidence a financing arrangement. The Company will report
the sale of the Mortgages under generally accepted accounting principles and for
federal  income  tax  purposes  as a sale of the entire  mortgage,  subject to a
limited  right of RMST to require the  repurchase  of Defective  Mortgages,  and
subject to a Make Whole Payment for breach of the warranties, representations or
covenants given by the Company in this Agreement.  The consideration received by
the Company upon the sale of each Mortgage will constitute reasonably equivalent
value and fair consideration for the transfer of ownership of the Mortgages. The
Company  warrants and covenants  that it is solvent at all times relevant to the
sale  of any  Mortgage,  and  will  not be  made  insolvent  by the  sale of any
Mortgage.  The Company  will not sell any Mortgage to the  Warehouse  Purchasers
with any intent to hinder, delay or defraud any of the Company's creditors.

         Section 54.  Confidential/Proprietary  Information.  This  Agreement is
considered the confidential and proprietary information of RMST, and the Company
may not reveal this Agreement or its contents to any person other than employees
of the  Company  who need to have  knowledge  of its  content to  perform  their
duties,  or to the  attorneys  and auditors of the Company  solely in connection
with

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MORTGAGES PURCHASE AGREEMENT                                             PAGE 20
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                                                                        of Texas

their representation of the Company.  This Agreement is subject to the copyright
of RMST and may not be reproduced without the express permission of RMST.

         Section  55.   Unilateral   Amendment.   RMST  reserves  the  right  to
unilaterally  amend this Agreement in its sole discretion to comply (to the sole
satisfaction of RMST) with any law, rule or regulation  affecting RMST in effect
now or hereafter.  Any such amendment shall be effective  immediately.  However,
and  notwithstanding  any other provision of this  Agreement,  in the event of a
unilateral  amendment,  the  Company  shall  have the  right to  terminate  this
Agreement  by  written  notice to RMST  within  ten (10)  days of the  Company's
receipt of notice of such amendment. Termination shall not affect any obligation
of the Company incurred prior to RMST's receipt of notice of termination.

         Section 56. Binding.  This Agreement  supersedes and replaces  entirely
any and all similar agreements and arrangements  heretofore existing between the
Agent and the Company or between RMST and the Company and shall bind and benefit
the Company,  RMST and their  respective  successors,  trustees,  receivers  and
permitted assigns.

         Section 57.  Governing Law; Venue.  This Agreement shall be governed by
applicable  United  States and Texas law with specific  venue in Harris  County,
Texas.

         Section 58. Headings.  The headings and captions used in this Agreement
are for convenience only and shall not be deemed to limit, amplify or modify the
terms of l this Agreement, nor shall they effect their meaning.

         Section  59.  Number;  Gender.  Whenever  the  singular  number is used
herein, it includes the plural where appropriate,  and words of any gender shall
include each i other gender where appropriate.

         Section  60.   Counterparts.   This   Agreement   may  be  executed  in
counterparts each of which shall constitute an original instrument.

         Section 61.  Severability.  If any provision of this  Agreement is held
invalid,  illegal or unenforceable,  the remaining  provisions shall be enforced
and shall not be affected or impaired thereby.

         Section  62.  Incorporated  Documents.  Each  reference  made  in  this
Agreement  to any  Appendix,  Exhibit,  Schedule  or  Annex  shall  be read as a
reference to that Appendix,  Exhibit, Schedule or Annex to this Agreement except
where otherwise expressly specified,  and each Appendix,  Exhibit,  Schedule and
Annex to this  Agreement is hereby  incorporated  into this  Agreement as if set
forth  verbatim at each place in this  Agreement  where it is referred  to. Each
Appendix,  Exhibit, Schedule or Annex which is a form to be completed,  executed
and delivered  pursuant to this  Agreement  may be completed in accordance  with
this  Agreement  by  either  the  Company  or RMST  before,  when or after it is
executed and delivered.

         Section 63.  Guaranty.  The Guarantor  unconditionally  guarantees  the
payment  when  due  of  any  and  all  indebtedness  and  the  satisfaction  and
performance  when  required  of  all  covenants,   obligations  and  liabilities
(collectively,  the  "Obligations  and  Liabilities")  of the Company under this
Agreement.  If any or all Obligations  and Liabilities of the Company  hereunder
are not timely satisfied by the Company, the Guarantor  unconditionally promises
to perform or cause to be performed such  Obligations and Liabilities to RMST or
to pay to RMST,  without  deduction  of any kind,  in lawful money of the United
States, the amount of the Obligation and Liability if the same shall be monetary
in nature.  The Guarantor  acknowledges that a separate action or actions may be
brought and  prosecuted  against  him/her/them  whether or not action is brought
against  the  Company  and  whether  or not the  Company  is  joined in any such
separate action or actions.  The Guarantor  authorizes  RMST,  without notice or
demand  (except as shall be required by applicable law providing the same cannot
be waived),  and without  affecting or impairing  the liability of the Guarantor
under this Section,  from time to time in accordance  with this  Agreement or by
mutual  agreement  with the Company,  to renew,  compromise,  extend,  increase,

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MORTGAGES PURCHASE AGREEMENT                                             PAGE 21
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                                                                        of Texas

accelerate or otherwise change the time for payment of, or otherwise .change the
terms of, any  indebtedness  of the  Company or to modify the terms and time for
performance of any or all Obligations and Liabilities under this Agreement.  The
Guarantor waives notice of dishonor, notice of acceptance,  any right to require
RMST to proceed  against the  Company,  or to pursue any other  remedy in RMST's
power  whatsoever.  Until all of the Obligations and Liabilities shall have been
fully  performed,  and  until  all  periods  under  applicable  law  to  contest
preferential or fraudulent payments have expired, Guarantor waives all rights of
contribution and subrogation from the Company.

         Section  64.  Entire  Agreement.  This  Agreement  represent  the final
agreement  between the parties and may not be  contradicted by evidence of prior
contemporaneous,  or subsequent  oral  agreements  of the parties.  There are no
unwritten oral agreements between the parties.

COMMUNITY HOME MORTGAGE                         HSA RESIDENTIAL MORTGAGE
CORPORATION                                     SERVICES OF TEXAS, INC.


By: /s/ Ira Silverman                           By: /s/ Lawrence J. Trevino
    ----------------------                          -----------------------
Name:  Ira Silverman                            Name:  Lawrence J. Trevino
Title:  President                               Title:  President
Date: 08/27/99                                  Date:  08/30/99
      --------------------                             --------



GUARANTOR

By: /s/ Ira Silverman
   ------------------------
Name:  Ira Silverman

Attached:
         Appendix 1               Offer to Sell Mortgage
         Appendix 2               RMST Procedures
         Appendix 3               Specific Power of Attorney
         Appendix 4               Collateral/Credit Documents
         Appendix 5               Special Closing Instructions
         Appendix 6               Pending or Threatened Litigation
         Appendix 7               Defective Mortgage Criteria
         Appendix 8               Eligible Mortgage Criteria
         Appendix 9               Minimum Criteria for Investors
         Appendix 10              Bailee Letter (from Agent)
         Appendix 11              Bailee Letter (from RMST)

283172..093098.12085


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MORTGAGES PURCHASE AGREEMENT                                             PAGE 22