Banc1One(R)

                     MASTER MORTGAGE LOAN PURCHASE AGREEMENT


                          Dated as of December 22, 1998


                          WESTMARK MORTGAGE CORPORATION


                                       AND


                        BANCONE FINANCIAL SERVICES, INC.

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                     MASTER MORTGAGE LOAN PURCHASE AGREEMENT

         THIS MASTER MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement"), dated
as of December 22, 1998, is by and between BANC ONE FINANCIAL SERVICES, INC., an
Indiana corporation, with offices at 8604 Allisonville Road, Indianapolis,
Indiana 46250 ("Banc One") and Westmark Mortgage Corporation, a California
corporation, with offices in 8000 North Federal Highway, Boca Raton, Florida
33487 ("Seller").

                                    RECITALS

         1. From time to time, Seller desires to offer for sale to Banc One, and
Banc One may from time to time purchase from Seller, on the terms and subject to
the conditions set forth herein and in Delivery Instructions (as defined below)
certain non-conforming or subprime residential mortgage loans owned by Seller
and secured by first or second lien priority mortgages on residential property
owned by the borrowers; and

         2. Seller and Banc One desire to enter into this Agreement to govern
the sale and purchase of the Loans (as defined below).

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements contained in this Agreement, the Parties agree
as follows:

                                   WITNESSETH

         IN CONSIDERATION of the mutual covenants and agreements contained in
this Agreement, the parties hereto agree as follows:

Article 1         DEFINITIONS

         Section 1.1 Defined Terms. Capitalized terms used in this Agreement
shall have the meanings given to such terms in this Section 1.1. The following
words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article:

         Accepted Servicing Practices: As to any Loan, those mortgage servicing
practices of prudent mortgage lending institutions that service mortgage loans
of the same type as the Loan in the jurisdiction where the related Mortgaged
Property is located.

         Accrued Interest: With respect to each Loan, interest on the
Outstanding Loan Amount at the Loan Interest Rate calculated in the same manner
and fashion as interest is calculated on the Loan for the period commencing on
the date following the day through which interest has last been paid and ending
the day immediately prior to the Funding Date or the date of payment of the
Repurchase Price for such Loan, as applicable.

         Agreement: This Master Mortgage Loan Purchase Agreement, including all
Schedules and Exhibits hereto, as the same may be amended or supplemented from
time to time.

         Appraisal: A documented evaluation of the market value of the Mortgaged
Property related to a Loan and included in the Loan File, which conformed to the
minimum requirements of FNMA and FHLMC as of the time of such evaluation and was
performed by a qualified appraiser who had no direct or indirect interest,
financial or otherwise, in the Mortgaged Property or in the Loan or any other
loan made to Mortgagor or secured by the Mortgaged Property and whose
compensation was not related to approval or disapproval of the Loan.

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         Appraised Value: With respect to each Loan, the value of the related
Mortgaged Property established by an Appraisal.

         Assignment: With respect to each Loan, an assignment of the related
Mortgage, notice of transfer or equivalent instrument, in form acceptable for
recording and sufficient under the laws of the jurisdiction in which the related
Mortgaged Property is located to reflect of record the sale and transfer of the
Loan to the assignee named therein or to Banc One.

         Best Efforts Flow Delivery: The agreement by Seller and Banc One, as
described in Section 2.2 hereof, pursuant to which, from time to time, Seller
offers, but is not obligated, to sell, and Banc One commits, and is thereby
obligated to purchase, a Loan on the terms and conditions set forth herein and
in the applicable Stipulation Schedule.

         Bid Confirmation Letter: As to any Bulk Delivery, the related bid
confirmation letter or similar document, agreement or writing delivered to
Seller by Banc One setting forth the terms and conditions of such Bulk Delivery.

         Bulk Delivery: The agreement by Seller and Banc One, as described in
Section 2.3 hereof, pursuant to which, from time, on the terms set forth herein
and in the applicable Bid Confirmation Letter, Banc One agrees to purchase and
Seller agrees to sell, on a committed basis, one or more pools of Loans.

         Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
day on which the Federal Reserve Bank for the district covering Indianapolis,
Indiana is closed.

         Combined Loan-to-Value Ratio at Origination: With respect to each Loan,
the Outstanding Loan Amount plus the maximum principal balance of any mortgage,
deed of trust or similar lien instrument prior in lien priority to the lien of
the related Mortgage, divided by the Appraised Value of the related Mortgaged
Property as of the origination date of the Loan.

         Credit Documents: As to any Loan, each of the documents set forth on
Exhibit C hereto.

         Delivery: Any Best Efforts Flow Delivery, Bulk Delivery, or Forward
Commitment Delivery as the context may require.

         Delivery Instructions: As to any Loan or pool of Loans and the related
delivery, the applicable Bid Confirmation Letter, Stipulation Schedule or
Forward Delivery Stipulation Schedule and any other document, agreement or
writing delivered by Banc One to Seller in respect of such Loan and Delivery.

         Escrow Payments: As to any Loan, any amounts constituting grounds
rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage
insurance premiums, fire and hazard insurance premiums, condominium charges and
any other payments required to be paid into escrow by the Mortgagor with the
mortgagee or its designee in respect of such Loan and Delivery.

         Federal Funds Rate: For any day, the rate of interest per annum
(rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
of the Business Day next succeeding such day, provided that if no such rate is
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Banc One on such day on overnight
Federal funds transactions, as determined by Banc One; each change in the
Federal Funds Rate to be effective on the date of each such change.

         Forward Commitment Delivery: The agreement by Seller and Banc One, as
described in Section 2.4 hereof, pursuant to which, from time to time, Banc One
commits, and is thereby obligated to purchase, Loans on the terms and conditions
set forth herein and in the applicable Forward Delivery Stipulation Schedule.

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         Funding Date: With respect to any purchase of any Loan by Banc One
hereunder, the date on which the purchase price for such Loan is paid to Seller,
which date shall occur no earlier than the date on which all Loan Documents
related to such Loan and all other deliveries required by the related Delivery
Instructions have been made and shall occur no later than the last day on which
Banc One agrees, pursuant to the related Delivery Instructions, to purchase such
Loan.

         Intervening Assignment: For any Loan Seller did not originate, an
assignment of the Note and Mortgage for the mortgagee named therein acceptable
for recording, which is appropriate and sufficient under the laws of the
jurisdiction in which the Mortgaged Property is located to establish a complete
chain of title to the Mortgage in Seller.

         Loan: For each Loan, the Loan Documents and any and all rights,
benefits, collateral, payments, recoveries, proceeds and obligations arising
therefrom or in connection therewith, and which is the subject of this
Agreement.

         Loan Documents: For each Loan, the documents and instruments specified
in Exhibit D.

         Loan File: For each Loan, the Loan Documents, Credit Documents, and all
other memorandums, correspondence, reports and compilations.

         Loan Interest Rate: The annual rate at which interest accrues on each
Loan as changed from time to time in accordance with the provisions of the Loan
Documents.

         Mortgage: For each Loan, the document creating a lien on the Mortgaged
Property, with blanks appropriately completed, duly executed by Mortgagor and
recorded in the appropriate recording office to perfect such a lien in the
jurisdiction where the Mortgaged Property is located, including any
modifications thereof.

         Mortgaged Property: For each Loan, the real property, together with the
improvements thereon, subject to the Mortgage and securing Mortgagor's
indebtedness under the Loan.

         Mortgagor:  Any Person who is obligated under a Mortgage or Note.

         Note: For each Loan, the credit instrument or instruments, with all
modifications thereto, evidencing the indebtedness of Mortgagor, which are
secured by a Mortgage duly executed by Mortgagor.

         Officer's Certificate of Seller: A certificate signed by the
appropriately authorized officers of Seller and delivered to Banc One as
required by this Agreement.

         Outstanding Loan Amount: The unpaid principal amount of a Loan as of
the date of the Funding Date.

         Party:  Seller or Banc One.

         Person: Any individual, corporation, limited liability company,
partnership, limited partnership, limited liability partnership, joint venture,
association, joint-stock company, trust, any other type of business
organization, unincorporated organization or governmental unit or any agency or
political subdivision thereof.

         Purchase Price: An amount equal to the sum of: (i) 100% of the
Outstanding Loan Amount of any Loan to be sold to Banc One any Funding Date,
(ii) the purchase price premium as set forth in any Bid Confirmation Letter,
Stipulation Schedule, or Forward Delivery Stipulation Schedule as may be
provided from time to time between Seller and Banc One and (iii) 100% of the
Accrued Interest for such Loan up to but not including the Funding Date.

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         Repurchase Price: For each Loan, an amount equal to the sum of: (i) the
Outstanding Loan Amount as of the date of payment of the Repurchase Price; (ii)
Accrued Interest; (iii) all advances made by Banc One and all charges due from
the Mortgagor; (iv) the total amount, including Accrued Interest and other
expenses paid by Banc One to any senior lienholders, if any, to secure a
priority lien position; (v) all expenses, losses and damages paid or incurred by
Banc One in connection with the Loan or an investigation of said Loan and/or
related collateral, including, but not limited to, property taxes, maintenance
costs, interest expense, environmental assessments, environmental reports,
environmental remediation, insurance, appraisals, advertising, sales
commissions, reasonable attorneys fees, expenses and costs, fines and penalties
and (vi) the premium rebate that Seller is required to pay Banc One pursuant to
Section 3.4 of this Agreement.

         Service Transfer Date: As to any Delivery, the date agreed by the
parties and specified in the related Delivery Instructions.

         Stipulation Schedule: As to a Best Efforts Flow Delivery, all
preapproval stipulation schedules, postclosing stipulation schedules or similar
documents, agreements, certificates and writings delivered to Seller by Banc One
with respect to any Loan and related to such Delivery.

         Underwriting Guidelines: All underwriting guidelines of Banc One
relating to mortgage loans similar to the Loans, as such guidelines may be
changed, amended, modified or supplemented from time to time, as communicated to
Seller by Banc One.

         Wire Transfer Authorization: The written authorization of Seller, in
the form of Exhibit B.

         Section 1.2 Number and Gender of Words. Whenever the singular number is
used, the same shall include the plural where appropriate, and vice versa; and
the words of any gender shall include each other gender where appropriate. The
words "herein", "hereof" and "hereunder," and other words of similar import
refer to the relevant document as a whole, and not to any particular part or
subdivision hereof.

Article 2         OFFERS TO SELL

         Section 2.1 Offers. From time to time, Seller may offer to Banc One one
or more Loans for purchase by Banc One pursuant to one or more Delivery types,
which Loans and the right to service such Loans, Seller desires to sell to Banc
One. Seller shall comply with all provisions of the related Delivery
Instructions applicable to any such offer. Any and all such sales and transfers
shall be subject to the provisions of this Agreement and the related Delivery
Instructions. Except as may be set forth in the Delivery Instructions for a
specific Delivery, Banc One shall have no obligation to purchase any Loan
offered by Seller.

         Section 2.2       Best Efforts Flow Delivery.

         (a) Seller may from time to time offer a Loan to Banc One for purchase
by Banc One. Banc One may, in response to such an offer, issue to Seller a
Stipulation Schedule, thereby obligating Banc One to purchase a Loan meeting the
criteria set forth herein and in such Stipulation Schedule. The obligation by
Banc One to make any such purchase shall be subject to (i) Banc One's prior
receipt, and satisfactory review, of the Credit Documents relating to such Loan
and (ii) the terms and conditions set forth in the Stipulation Schedule. A
delivery of the Loan pursuant to a Stipulation Schedule is referred to herein as
a "Best Efforts Flow Delivery." Banc One shall, as set forth in the related
Stipulation Schedules, be obligated to purchase any Loan offered by Seller
pursuant to a Best Efforts Flow Delivery. To the extent any Stipulation Schedule
conflicts with any provision of this Agreement, the terms of the Schedule shall
control over this Agreement.

         (b) With respect to any offer of Loans that is a Best Efforts Flow
Delivery, Banc One shall have no obligation to purchase any Loan so offered
unless (i) delivery of the Loan and all related Loan Documents and Credit

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Document are made on or before the Expiration Date set forth in the Stipulation
Schedule, (ii) the Loan conforms to the Underwriting Guidelines and (iii) all
other conditions to purchase set forth in the applicable Stipulation Schedule
have been satisfied on or before the Funding Date for such Loan.

         Section 2.3       Bulk Delivery.

         (a) Seller may request Banc One to purchase a pool of Loans on a bulk
basis, on the terms and conditions set forth in the related Bid Confirmation
Letter. If Banc One issues its Bid Confirmation Letter, Banc One shall, subject
to Banc One's prior receipt, and satisfactory review, of the Loan Documents and
Credit Documents relating to each specific Loan in the pool of Loans to be
purchased, be obligated to purchase the Loans described in a Bid Confirmation
Letter on the terms and conditions set forth in such Bid Confirmation Letter,
provided that delivery of all of the Loans and the related Loan Documents and
Credit Documents are made no later than the Funding Date set forth in the
applicable Bid Confirmation Letter. Seller shall be obligated to sell to Banc
One each pool of Loans described in the Bid Confirmation Letter. To the extent
any Bid Confirmation Letter conflicts with any provision of this Agreement, the
terms of the Bid Confirmation Letter shall control over this Agreement.

         (b) With respect to any offer of Loans that is a Bulk Delivery, Banc
One shall have no obligation to purchase any pool of Loans so offered unless:
(i) Banc One has delivered to Seller a Bid Confirmation Letter in respect of
such Delivery; (ii) Seller has paid to Banc One any fee required to be paid
under such Bid Confirmation Letter, (iii) the pool of Loans conforms to the
requirements of such Bid Confirmation Letter, (iv) delivery of all of the Loans
and all related Loan Documents and Credit Documents are made before the Funding
Date set forth in such Bid Confirmation Letter and (v) all conditions to
purchase (including without limitation completion by Banc One of any required
due diligence of the pool of Loans) set forth herein and in the applicable Bid
Confirmation Letter have been satisfied on or prior to the Funding Date for such
Loan.

         (c) Prior to each Funding Date for any Bulk Delivery, Banc One shall
have the right to review the Loan Documents and Credit Documents and the
Mortgaged Property securing each Loan. Banc One may reject any Loan that does
not conform to such underwriting assumptions or Banc One's documentation, credit
or collateral requirements, or as to which a representation or warranty
contained in Section 4.2 hereof will not be correct on such Funding Date. Each
such unacceptable Loan shall be deleted from this Agreement and the related Bid
Confirmation Letter on or before such Funding Date. Seller shall cause its
officers, servicers and employees to provide such assistance and to furnish such
reasonably available information in respect to the Loans as Banc One may from
time to time request.

         Section 2.4       Forward Commitment Delivery.

         (a) Banc One may, from time to time, issue to Seller a Forward Delivery
Stipulation Schedule, thereby obligating Banc One to purchase Loans meeting the
criteria set forth herein and in such Forward Delivery Stipulation Schedule. The
obligation by Banc One to make any such purchase shall be subject to (i) Banc
One's prior receipt, and satisfactory review, of the Credit Documents relating
to such Loan and (ii) the terms and conditions set forth in the Forward Delivery
Stipulation Schedule. A delivery of the Loans pursuant to a Forward Delivery
Stipulation Schedule is referred to herein as a "Forward Commitment Delivery."
Banc One shall, as set forth in the related Forward Delivery Stipulation
Schedules, be obligated to purchase any Loan offered by Seller pursuant to a
Forward Commitment Delivery. To the extent that any Forward Delivery Stipulation
Schedule conflicts with any provision of this Agreement, the terms of the
Forward Delivery Schedule shall control over this Agreement, provided that in no
event will Banc One be obligated to perform under any Forward Commitment
Delivery if: (i) there shall occur a breach by Seller of any of its
representations, warranties, or covenants hereunder; (ii) Banc One shall have


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given Seller forty-five (45) days prior written notice that the Forward
Commitment Delivery will terminate; or (iii) ninety (90) days shall have elapsed
since the date of the Forward Delivery Stipulation Schedule.

         (b) With respect to any offer of Loans that is a Forward Commitment
Delivery, Banc One shall have no obligation to purchase any Loan so offered
unless (i) delivery of the Loan and all related Loan Documents and Credit
Documents are made on or before the Expiration Date set forth in the Forward
Delivery Stipulation Schedule, (ii) the Loan conforms to the Underwriting
Guidelines and (iii) all other conditions to purchase set forth in the
applicable Forward Delivery Stipulation Schedule have been satisfied on or
before the Funding Date for such Loan. ARTICLE 3 PURCHASE AND SALE OF LOANS.

         Section 3.1       Delivery of Loans.

         (a) Delivery to Banc One of Loan Documents, Credit Documents, and all
other documents or items of the Loan File for each Loan purchased by Banc One
hereunder shall be made by Seller, at Seller's sole expense, in compliance with
the requirements of this Agreement, and shall occur no later than the date or
dates and time required by the related Delivery Instructions and any other
document delivered to Seller by Banc One pursuant thereto and relating to the
Loans for which such Loan Documents and Credit Documents are being delivered.
The Note for each Loan shall be endorsed "Pay to the Order of Banc One Financial
Servcies, Inc. Without Recourse" and executed, either by original signature or
authorized facsimile by an authorized signer of Seller.

         (b) No later than five Business Days after the Funding Date, Seller, at
its sole cost and expense, shall prepare, execute and deliver to Banc One for
recording in the appropriate public recording office, an Assignment, in proper
form for recording, for each Loan purchased by Banc One as assignee. Banc One
may request, where permitted by local law, that the Assignments be combined into
one or more documents, each referring to more than one Mortgage.

         (c) Seller agrees to use its best efforts to obtain the originals of
all recorded Loan Documents required to be delivered to Banc One,
notwithstanding any delays by the recording offices and shall delivery each such
original recorded Loan Document to Banc One promptly following receipt by Seller
thereof; provided, however, that in any event Seller shall deliver to Banc One
each such original recorded Loan Document within 180 days following the
applicable Funding Date. If Seller is unable due to recording office delays to
deliver to Banc One any original recorded Loan Document within the 180-day
period following the applicable Funding Date, Seller shall, within 180 days
following the applicable Funding Date, deliver to Banc One evidence from the
applicable recording office to the effect that (i) the applicable Loan Document
was delivered to such recording agency within the time period required hereby
for such delivery and (ii) recording of such Loan Document is pending. Seller
agrees at any time, and from time to time, upon the request and at the expense
of Seller to use its best efforts to execute and deliver or cause to be executed
and delivered such further instruments and documents of conveyance as shall be
necessary to vest in Banc One legal or equitable title in and to the Loans.

         Section 3.2       Purchase and Sale.

         On each Funding Date, subject to the terms and conditions set forth in
this Agreement and the applicable Delivery Instructions:

                  (i) Seller shall sell, transfer, assign and convey to Banc
One, without recourse, and Banc One shall purchase and take on the Funding Date,
all of Seller's right, title and interest in and to the Loans that Banc One has
agreed to purchase on such date;

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                  (ii) Seller shall transfer, assign and convey to Banc One, and
Banc One shall purchase and take on the Funding Date, all of Seller's right,
title and interest in and to all escrow deposit held in connection with the
Loans that Banc One has agreed to purchase on such date; and

                  (iii) unless otherwise agreed to in writing by Seller and Banc
One, Seller shall irrevocably assign to Banc One, and Banc One shall assume, on
the Funding Date, Seller's right to service each Loan and to collect any
servicing fee in connection with such Loan, all to be effective as of the
related Service Transfer Date.

         Upon payment of the Purchase Price on the Funding Date, title to the
Loans shall vest in Banc One. All rights arising out of the Loans including but
not limited to, all funds received on or in connection with the Loans and all
records or documents with respect to the Loans prepared by or which come into
the possession of Seller on or after the Funding Date shall be received and held
by Seller in trust for the benefit of Banc One as the owner of the Loans.

         Section 3.3 Purchase Price. On each Funding Date in accordance with the
terms and conditions hereof and of the applicable Delivery Instructions, Banc
One shall pay to Seller the Purchase Price by wire to Seller's bank as set forth
on the Wire Transfer Authorization.

         Section 3.4       Refunds and Rebates.

         (a) If a premium is paid by Banc One to Seller on a Loan that does not
have a valid and enforceable prepayment charge provision, and such Loan is
prepaid in full by Mortgagor, other than by a refinancing by Banc One or any of
its subsidiaries or affiliates, within the 12 moth period following the Funding
Date related to such Loan, Seller shall, upon demand by Banc One, refund to Banc
One the premium paid by Banc One to Seller as follows: if prepayment in full is
within one (1) month of the Funding Date, 12/12ths of the premium shall be
refunded; if prepayment in full is within two (2) months of the Funding Date,
11/12ths of the premium shall be refunded; if prepayment in full is within three
(3) months of the Funding Date, 10/12ths of the premium shall be refunded; if
prepayment in full is within four (4) months of the Funding Date, 9/12ths of the
premium shall be refunded; if prepayment in full is within five (5) months of
the Funding Date, 8/12ths of the premium shall be refunded; if prepayment in
full is within six (6) months of the Funding Date, 7/12ths of the premium shall
be refunded; if prepayment in full is within seven (7) months of the Funding
Date, 6/12ths of the premium shall be refunded; if prepayment in full is within
eight (8) months of the Funding Date, 5/12ths of the premium shall be refunded;
if prepayment in full is within nine (9) months of the Funding Date, 4/12ths of
the premium shall be refunded; if prepayment in full is within ten (10) months
of the Funding Date, 3/12ths of the premium shall be refunded; if prepayment in
full is within eleven (11) months of the Funding Date, 2/12ths of the premium
shall be refunded; if prepayment in full is within twelve (12) months of the
Funding Date, 1/12th of the premium shall be refunded. In the event the Loan is
prepaid in full later than twelve (12) months from the Funding Date, no refund
shall be due. If (a) the Note carries an unenforceable prepayment charge or (b)
the prepayment charge is less than the pro rated recapture premium, and
Mortgagor pays the applicable prepayment charge to Banc One, Banc One agrees to
recapture the premium rebate, (i) first, from the proceeds of the prepayment
charge and (ii) second, from Seller, if there is any deficient balance according
to the refund calculation specified above.

         (b) In the event Banc One is required to provide a refund or rebate to
any Mortgagor of any points, prepaid finance charges, or similar item, which was
not collected by Banc One, Seller shall immediately reimburse Banc One for the
rebate or refund upon demand.

         (c) Insurance refunds or credits of any kind whatsoever shall be the
sole responsibility of Seller in the event of prepayment of any Loan,
cancellation of insurance or any other event requiring refunding or crediting of
unearned insurance premiums. Upon Banc One's demand, Seller shall pay to Banc
One, from Seller's own funds, any required insurance premium rebate resulting
from the prepayment, cancellation, refinancing or other termination of any
Mortgage Loan. Upon such payment, Banc One shall assign in writing any rights it
had to require that the insurer reimburse Banc One for any rebate made to
Mortgagor.

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         Section 3.5 Bailee Letters. Banc One agrees to enter into such bailee
letters as may be reasonably required from time to time by Seller's warehouse
lenders. All costs and expenses incurred by Banc One in connection therewith
shall be paid promptly by Seller upon receipt by Seller of an invoice therefor.

         Section 3.6       Post Closing Accounting and Payments.

         (a) Within ninety (90) days after the Funding Date for each Loan, the
parties to this Agreement shall notify the other in writing of any
miscalculations, misapplied payments, unapplied payment or other accounting
errors (each, a "Discrepancy") which said party has discovered and which affects
the accounting of any of the Loans purchased on such Funding Date or the
Purchase Price for the Loans purchased on such Funding Date. Notice under this
Section 3.6 shall include copies of documents sufficient to describe each
Discrepancy. Buyer shall pay Seller or Seller shall pay Buyer, as the case may
be, an amount sufficient to correct such Discrepancy, with all such adjustment
calculated using the applicable purchase price premium. Any amounts due
hereunder shall be paid within ten (10) days of notice by the first party to the
other party.

         (b) Seller will immediately deliver to Banc One all payments received
for any Loan as of or after the Funding Date, with a record of the date such
payment was received by Seller.

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF SELLER.

         Section 4.1 Representations and Warranties of Seller - General. It is
understood and agreed by Seller and Banc One that, as a material inducement to
Banc One to enter into this Agreement, Seller hereby represents and warrants to
Banc One on the date hereof and on each Funding Date:

         (a) Seller is a duly organized and validly existing Corporation and is
in good standing under the laws of California and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted. Seller is licensed and
qualified to transact the mortgage origination business in and is in good
standing under the laws of each state where a Mortgaged Property is located or
is otherwise exempt under applicable law from such licensing and qualification
or is otherwise not required under applicable law to effect such licensing and
qualification and no demand for such licensing and qualification has been made
upon Seller by any state having jurisdiction and in such even Seller is or will
be in compliance with the laws of any state to the extent necessary to insure
the enforceability of each Loan. Seller shall deliver to Banc One no later than
the date this Agreement is executed, a certificate of good standing for each
state in which Seller is licensed to do business, if required and not exempt.

         (b) The execution and delivery of this Agreement by Seller and the
performance by Seller of the obligations to be performed by it hereunder have
been duly authorized by all necessary corporate or other similar action. Seller
will deliver to Banc One within ten (10) days after the date this Agreement is
executed by Seller, and in no event later than the first Funding Date, copies of
relevant corporate or similar resolutions, certified by the Secretary or an
Assistant Secretary of Seller, authorizing the execution and delivery of this
Agreement and the performance by Seller of the obligations under this Agreement.

         (c) Seller has the full power and authority to hold each Loan, to sell
each Loan and to execute, deliver and perform, and to enter into and consummate
all transactions contemplated by this Agreement; including without limitation,
the ability to effect a valid and enforceable assignment of all of Seller's
rights, title and interest under the Notes, Mortgages, and the other Loan
Documents.

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         (d) This Agreement, when duly executed and delivered by Seller,
constitutes a legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally, and by general
equity principles.

         (e) Neither the execution and delivery of this Agreement, the
acquisition or origination of the Loans by Seller, the sale of the Loans to Banc
One, the consummation of the transactions contemplated by this Agreement, nor
the fulfillment of or compliance with the terms and conditions of this
Agreement, will violate Seller's articles of incorporation, articles of
association, charter or by-laws, or other governing or constituent documents, or
conflict with, or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) which may be applicable to Seller
or any of its assets. As of the date of this Agreement, Seller has delivered to
Banc One an Officers' Certificate of Seller substantially in the form attached
hereto as Exhibit A.

         (f) The execution and delivery of this Agreement by Seller and the
performance by Seller of the obligations to be performed by it hereunder do not,
and will not, violate any provision of law, rule, regulation, order, writ,
judgment, decree, determination or award present in effect having applicability
to Seller. All parties that have had any interest in the Loans, whether as
mortgagee, assignee or pledgee are (or during the period in which they held and
disposed of such interest, were) in compliance with all applicable licensing
requirements of the federal, state, and local government wherein the Mortgaged
Property is located.

         (g) There are no actions, suits or proceedings pending or, to Seller's
knowledge, threatened against or affecting Seller or the properties of Seller
before any court or governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, which, if determined adversely to
Seller, would materially and adversely affect the sale of the Loans to Banc One,
the execution, delivery or enforceability of this Agreement, or have a material
adverse effect on the financial condition, properties or operations of Seller.

         (h) No consent, approval, authorization, exemption or order of, or
notice to or registration or filing with, any governmental agency, authority or
administrative or regulatory body is required for the execution, delivery and
performance by Seller of or compliance by Seller with this Agreement, the
delivery of the Loan Files to Banc One, the sale of the Loans to Banc One or the
consummation of the transactions contemplated by this Agreement.

         (i) Seller has no liability or obligation of any nature, secured or
unsecured (whether accrued, absolute, contingent or otherwise) which will have a
material adverse effect on the Loans or the performance of Seller's obligations
under this Agremeent.

         (j) The execution and delivery of this Agreement by Seller and the
performance by Seller of the obligations to be performed by it hereunder do not
and will not result in a breach of or constitute a default under any indenture
or loan or credit agreement or any other agreement, lease or instrument to which
Seller is a party or by which it or its properties may be bound or affected.

         (k) All information provided by Seller to Banc One in any document,
schedule, certificate or other written information delivered pursuant to, or
contemplated by, this Agreement is true, correct and complete in all respects as
of the date of such document or certificate, or if not true, correct or complete
in any material respect, has been corrected by Seller and, as corrected all such
information is true, correct and complete as of the date of such correction.

         (l) Seller has not, in connection with each Loan purchased by Banc One,
incurred any obligation, made any commitment or taken any action that might
result in a claim against Banc One or an obligation by Banc One to pay a sales
brokerage commission, finder's fee or similar fee in respect to the transactions
between Banc One and Seller as described in this Agreement. Seller agrees to
indemnify and hold Banc One harmless from and against any claims, liabilities,
damages or costs (including reasonable attorney fees) relating to any broker,
agent or finder or other person, who shall claim to have dealt on behalf of
Seller in connection with the transactions contemplated by this Agreement.

                                       10
<PAGE>

         (m) Seller has not transferred any Loan to Banc One with any intent to
hinder, delay or defraud any of Seller's creditors.

         (n) Except with the prior written approval of Banc One, Seller shall
not materially amend its policies or practices with respect to account terms and
conditions, including marketing, customer services, origination, underwriting,
collection of, or accounting for the Loans to be sold to Banc One pursuant to
this Agreement.

         (o) The consummation of the transactions contemplated by this Agreement
and the Delivery Instructions are in the ordinary course of business of Seller.

         (p) Seller used no adverse selection procedures in selecting the Loans
from among the outstanding loans in Seller's portfolio as to which the
representations and warranties set forth in Section 4.2 hereof could be made as
of the Funding Date.

         (q) Seller does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained in this
Agreement.

         (r) Seller is not insolvent, the sale of the Loans will not cause
Seller to become insolvent and Seller is not aware of any pending insolvency.
The consideration received by Seller upon the sale of the Loans under this
Agreement constitutes fair consideration and reasonably equivalent value for the
Loans.

         (s) Each of the Loan Documents and Credit Documents for the Loans to be
purchased hereunder are on forms previously given to Banc One for review. Seller
has given Banc One copies of all allegations of violations of state or federal
law (including but not limited to all statutes, regulations, official staff
commentaries or case law) with respect to any such form of the Loan Documents or
Credit Documents, or the practices of Seller, any services for Seller, or any
predecessor of Seller with respect to such forms, whether by letter, complaint,
legal proceeding, arbitration, administrative proceeding, audit, examination, or
any other manner that would put Seller on notice of any such alleged violation
("Violation Information"). At any time that there remains pending a Best Efforts
Flow Delivery, Bulk Delivery, or a Forward Commitment Delivery Seller shall
promptly delivery to Banc One hereafter, copies of all future Violation
Information.

         (t) The origination practices used by Seller with respect to the Loans
have been, in all material respects, legal, proper, prudent and customary in the
mortgage lending business.

         Section 4.2 Representations and Warranties of Seller as to Each Loan.
It is understood and agreed by Seller and Banc One that, as a material
inducement to Banc One to enter into this Agreement and purchase Loans from
Seller hereunder, Seller hereby represents and warrants to Banc One as of the
related Funding Date for each Loan purchased on such Funding Date that:

         (a) Seller is a holder-in-due-course of each Note within the meaning of
the Uniform Commercial Code in effect for the jurisdiction where the Mortgaged
Property is located and where the Mortgagor is domiciled, and is the sole owner
of the Loan and has the right to assign and transfer the Loan to Banc One.
Seller has not sold, assigned or otherwise transferred any right or interest in
or to the Loan and has not, unless disclosed to Banc One in writing, pledged the
Loan as collateral for any loan or obligation of Seller or other purpose. The
assignment of the Loan by Seller to Banc One validly transfers such Loan to Banc
One free and clear of any pledges, liens, claims, encumbrance, mortgages,
charges, exceptions or security interests.

         (b) Seller has transferred to Banc One all of its right, title and
interest in the Note, the related Mortgage and the Loan Documents and Loan
Files, and Banc One has purchased such Loan and the related Note, Mortgage, Loan
Documents and Loan Files, with an individual current hazard insurance policy
(including fire and extended coverage and other mattes as are customary in the
area of the Mortgage Property), or a blanket policy in lieu thereof, or a
certificate if Banc One agrees in writing to accept a certificate, insuring the
Mortgaged Property, with a loss payable clause in favor of Seller, its
successors and assigns in an amount equal to at least ninety percent (90%) of
the replacement value of the Mortgaged Property.

                                       11
<PAGE>

         (c) Immediately prior to transfer of such Loan to Banc One, Seller had
good, marketable and indefeasable title to, and was the sole owner and holder
of, the Loan subject to no liens, charges, mortgages, claims, participation
interests, equities, pledges or security interests of any nature, encumbrances
or rights of others (collectively, a "Lien"). Seller shall have transferred all
of its right, title and interest in and to the Loan to Banc One and Banc One
will hold good, marketable and indefeasible title to, and be the sole owner of,
such Loan subject to no liens.

         (d) The Outstanding Principal Balance of any Loan on the Funding Date
does not exceed the original principal balance of the Note.

         (e) All information relating to the Loan that has been provided by
Seller to Banc One in any document, schedule or certificate, and any other
written information delivered pursuant to, or contemplated by, this Agreement or
the related Delivery Instructions is true, correct and complete in all respects
as of the date of such document or certificate, or if not true, correct or
complete in any material respect, has been corrected by Seller and as corrected
all such information is true, correct and complete as of the date of such
correction.

         (f) No loan was made to facilitate the sale of other real estate owned.

         (g) No instruments, other than those delivered herewith or with the
Loans on the related Funding Date are required under applicable law to evidence
the indebtedness represented by the Loan or to perfect the lien of the related
Mortgage.
         (h) Except as has been disclosed and agreed to by Banc One in writing,
there is no agreement with the Mortgagor regarding any variation of the interest
rate and schedules of payment (except as described in Note and Mortgage) or
other terms and conditions of the Loan, no Mortgagor has been released from
liability on the Note, and no property has been released from the Mortgage. If
the Loan is a variable rate loan, Seller represents and warrants as of each
subsequent Funding Date that all applicable notices required by law or
regulation have been provided to the Mortgagor and that the right to future
changes in the interest rate and payment schedules has not been waived by Seller
or any previous holder of the Loan.

         (i) The Loan is secured by a valid Mortgage, of the agreed-up priority,
on residential property, and such Mortgage has been properly received by the
appropriate public recording official to be filed, recorded or otherwise
perfected in due-course in accordance with applicable law in the appropriate
jurisdiction.

         (j) Seller holds a marked-up title policy or a title insurance binder
or title certificate which is in full force and effect; which has an insurance
limit at least as great as the outstanding principal balance of the Loan; which
names the Seller, its successors and assigns as the insured party; and which is
issued by a title insurer that is licensed and qualified to do business in the
jurisdiction where the Mortgaged Property is located. The policy referred to in
this Section 4.2(j) shall:

                  (i) insure the absence of any lien of taxes and other
assessments, other than real property taxes which are not delinquent;

                  (ii) disclose whether all taxes and other assessments due as
of the date of the policy have been paid in full;

                  (iii) disclose all other matters concerning the particular
property which are customarily disclosed in standard ALTA mortgage policies;

                                       12
<PAGE>

                  (iv) permit Banc One as assignee to have and hold all rights
as the insured lender thereunder without any further charge, act or required
notice to said insurer;

                  (v) contain an endorsement insuring all modifications to the
Loan which are necessary in order for the policy to be effective for the
modifications; and

                  (vi) be a standard ALTA policy unless unavailable in that
jurisdiction, in which event the policy shall be on such form as is customary in
the jurisdiction for similar loans.

         If Banc One purchases a Loan having relied on a marked-up title
insurance binder or title certificate rather than a title insurance policy,
Seller shall have 30 days to deliver to Banc One the title insurance policy.

         (k) The Note and the related Mortgage contain customary, valid, legal
and enforceable provisions such as to render the rights and remedies of the
holder adequate for the realization against the Mortgaged Property of the
benefits of the security created thereby, including (i) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial or non-judicial foreclosure. There is no homestead or other exemption
available to the Mortgagor that would materially interfere with the right to
sell the Mortgaged Property.

         (l) The proceeds of the Loan have been fully disbursed and any and all
requirements as to completion of on-site and off-site improvements and
disbursement of any escrow funds therefor have been complied with and any
advances made after the date of origination of the Loan but prior to the Funding
Date have been consolidated with the outstanding principal amount secured by the
related Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment terms reflected on the respective
Mortgage and Note. The consolidated principal amount does not exceed the
original principal amount of the related Loan. The Note does not permit or
obligate the mortgagee to make future advances to the related Mortgagor at the
option of the Mortgagor; and there are no defaults in complying with the terms
of the Mortgage, and either (1) any taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges or ground rents that previously
became due and owing have been paid or (2) an Escrow Payment has been
established in an amount sufficient to pay for every such item that remains
unpaid and that has been assessed but is not due and payable. Except for
payments in the nature of Escrow Payments, including without limitation, taxes
and insurance payments, Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds by a third party other than the
Mortgagor, directly or indirectly, for the payment of any amount required by the
Note, except for interest accruing from the date of the Note or date of
disbursement of the Mortgage proceeds, whichever is greater, to the day that
precedes by one month the due date of the first installment of principal and
interest.

         (m) No instrument of release or waiver has been executed in connection
with the Loan and no Mortgagor has been released in whole or in part from the
obligations arising under the Note and Mortgage.

         (n) All individual insurance policies contain a standard mortgage
clause naming Seller, its successors and assigns, as mortgagee. All premiums
thereon have been paid. The Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at the Mortgagor's cost and expense, and upon the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.

         (o) The terms of the Mortgage and Note have not been impaired, altered
or modified, except by a written instrument that has been recorded or is in the
process of being recorded, if necessary, and which has been or will be recorded,
and all subsequent assignments of the original Mortgage (other than the
assignment from Seller to Banc One) have been recorded in the appropriate
jurisdictions wherein such recordation is necessary to perfect the lien thereof
as against creditors of Seller, or, pursuant to the terms and conditions hereof,
is in the process of being recorded.

                                       13
<PAGE>

         (p) If required or permitted by applicable state law, Seller has filed
for record a request for notice of any action by a senior lienholder under a
senior lien, or by any governmental authority with respect to any tax or
assessment that can become a lien on the Mortgaged Property, and Seller has
notified any senior lienholder or governmental authority of the existence of the
Loan and requested notification of an action to be taken against the Mortgagor
by the senior lienholder or governmental authority. Seller shall, upon the
request of Banc One, cooperate in recording a new request for action in favor of
Banc One and in providing senior lienholders or any governmental authority with
written requests for notification to Banc One of action against the Mortgagor.

         (q) The Note and the related Mortgage each contain a valid and
enforceable provision for the acceleration of the payment of the unpaid
principal balance of the Loan in the event the related Mortgaged Property is
sold without the prior consent of the mortgagee thereunder.

         (r) The Note related to such Loan provides for a schedule of
substantially level and equal monthly payments that are sufficient to amortize
fully the principal balance of such Loan over a period of time equal to the
amortization period of such Note (assuming, with respect to any Loan as to which
interest thereon is charged to the obligor thereof on the outstanding principal
balance calculated based on the actual number of days elapsed between receipt of
the obligor's last payment through receipt of the obligor's most current payment
and all payments are made on the due dates thereof).

         (s) The Loan was not originated under a buydown plan or under a limited
documentation program, unless identified in writing in the related Delivery
Instructions to Buyer.

         (t) The Loan does not have a shared appreciation feature, or other
contingent interest feature.

         (u) If the Loan provides for any prepayment premium or charge (a
"Prepayment Charge") to be paid by the obligor under the Note in connection with
any prepayment, Seller represents and warrants to Banc One that such Prepayment
Charge is enforceable and is in compliance with all applicable laws, rules and
regulations.

         (v) The Note and the related Mortgage and the Loan Documents: genuine;
the valid instruments they purport on their face to be; the legal, valid,
binding and enforceable obligation of the Mortgagor thereunder and are not
subject to any discount, allowance, set off, counterclaim, presently pending
bankruptcy or other defenses; are neither forged nor have affixed thereto any
unauthorized signature; were entered into by persons with the required legal
capacity; and are not subject to any foreclosure (including any non-judicial
foreclosure) or any other legal action brought by Seller or any senior
lienholder.

         (w) All parties to the Loan and the Mortgage had full legal capacity to
execute all documents related to such Loan and to convey the estate therein
purported to be conveyed.

         (x) All matured obligations pursuant to the Note and the related
Mortgage have been paid or performed and there is no default, breach, violation
or event of acceleration existing.

         (y) The Loan is not subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury, nor will the operation
of any of the terms of the Note or the related Mortgage, or the exercise of any
right thereunder render either the Note or the Mortgage unenforceable in whole
or in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.


                                       14
<PAGE>
         (z) There is no obligation on the part of the Seller or any other party
to make payments in addition to those made by Mortgagor under the Loan.

         (aa) The Loan is not contractually delinquent by more than 29 days and
the Loan has not at any time been renewed for the purpose of concealing the
delinquency of any Person obligated thereon.

         (bb) Except as expressly disclosed to and agreed to by Banc One in
writing, each Loan conforms to the underwriting and documentation guidelines of
Banc One in effect on such Funding Date.

         (cc) There are no violations of any applicable federal or state law or
regulation, including without limitation, Fair Credit Reporting Act, the Federal
Truth-in-Lending Act and Regulation Z, the Federal Equal Credit Opportunity Act
and Regulation B, the Fair Housing Act, the Real Estate Settlement Procedures
Act and Regulation X, the Federal Debt Collection Practices Act, the Home
Mortgage Disclosure Act and Regulation C of the Community Reinvestment Act, the
Home Ownership and Equity Protection Act of 1994, any similar state or federal
law or regulation or interpretation thereof affecting or regarding the
solicitation, origination, servicing or collection of the Loans, or any federal
or state usury law or regulation. All disclosures required by law, rule,
regulation or any interpretation thereof, whether federal, state or local, were
properly made by Seller or the Lender prior to the closing of the Loan. If such
Loan refinances a prior mortgage loan, Seller provided Mortgagor with all
notices and rescission rights required by applicable law.

         (dd) All Appraisals made in connection with any Loan shall have been
performed in accordance with the standards set by Fannie Mae and by the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, and the
rules and regulations thereunder, as from time to time amended.

         (ee) If the Loan is (i) a "high cost mortgage" as defined in Section
152(a) of the Home Ownership and Equity Protection Act of 1994 ("HOEP") or (ii)
otherwise subject to the requirements of the HOEP, Seller represents and
warrants to Banc One that such Loan was made in compliance with all applicable
laws, rules and regulations governing or pertaining to such loans.

         (ff) No Loan financed debt cancellation coverage (as defined in 12
C.F.R. 226.4(d)(3)(ii)) or is subject to debt cancellation coverage, regardless
of whether the charge for such coverage was included in the finance charge for
the Loan.

         (gg) There is no delinquent tax, fee or assessment, or lien resulting
therefrom, on the Mortgaged Property.

         (hh) There are no mechanic's liens or similar liens or claims that have
been filed for work, labor or material affecting the Mortgaged Property that are
or may be liens prior to or equal with the lien of the related Mortgage and the
lien of any senior mortgage permitted by Banc One.

         (ii) The Mortgaged Property is free and clear of material damage and
waste and is in good repair and there is no proceeding pending or threatened for
the total or partial condemnation of the Mortgaged Property.

         (jj) No impediments to title exist that could adversely affect the
value, enjoyment or marketability of the Mortgaged Property.

         (kk) There is no default, breach, violation or event of acceleration
existing under any mortgage whose lien is senior to that of the Mortgage which,
with notice and the expiration of any grace or cure period would constitute a
default, breach, violation or event of acceleration. No such senior lien
provides for interest thereon to be paid at a variable or changing rate of
interest.

                                       15
<PAGE>

         (ll) No hazardous or toxic materials or wastes or products regulated by
any law or ordinance or asbestos or asbestos products or materials or
polychlorinated biphenyls or urea formaldehyde insulation have been used or
employed in the construction, use or maintenance of the Mortgaged Property or
have ever been stored, treated at or disposed of on the Mortgaged Property. The
Mortgaged Property is free and clear of all hazardous materials or substances.
There has not occurred nor has any Person alleged that there has occurred upon
the Mortgaged Property any spillage, leakage, discharge or release into the air,
soil or groundwater of any hazardous material, substance or regulated wastes.

         (mm) The Mortgaged Property is improved by a one to four family
residential dwelling, including without limitation, condominiums and townhouses,
but excluding manufactured homes and mobile homes and was lawfully occupied as
of the related Funding Date.

         (nn) Each Loan is secured by the lien of its related Mortgage.

         Section 2.1 Representations and Warranties of Banc One. Banc One hereby
represents and warrants to Seller on the date hereof as follows:

         (a) It is an Indiana corporation, duly organized validly existing and
in good standing under the laws of the State of Indiana and is duly qualified
where required in all jurisdictions in which any Loans are purchased and/or
serviced.

         (b) The execution and delivery of this Agreement and the performance of
the obligations to be performed hereunder have been duly authorized by all
necessary corporate or other similar action.

         (c) The execution of this Agreement by Banc One and the obligations to
be performed hereunder by it do not violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to it or to its articles of
incorporation or bylaws.

         (d) The execution of this Agreement by Banc One and the obligations to
be performed hereunder do not and will not result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement,
lease or instrument to which it is a party or by which it or its properties may
be bound or affected.

         (e) This Agreement, when duly executed and delivered by Banc One,
constitutes a legal, valid and binding obligation of Banc One, enforceable
against Banc One in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, receivership, moratorium or
other laws relating to or affecting the rights of creditors generally, and by
general equity principles.

         (f) There are no actions, suits or proceedings pending or, to Banc
One's knowledge, threatened against or affecting Banc One or the properties of
Banc One before any court or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, which, if determined adversely
to Banc One, would materially and adversely affect the financial condition,
properties or operations of Banc One.

         (g) The transactions contemplated by this Agreement are in the ordinary
course of business of Banc One.

         (h) The Loans received by Banc One for the Loans purchased pursuant to
this Agreement together with Seller's obligations under this Agreement
constitutes a fair consideration and reasonably equivalent value for the payment
of the Purchase Price to the Seller.

         (i) Banc One has not, in connection with each Loan purchased from
Seller, incurred any obligation, made any commitment or taken any action that
might result in a claim against Seller or an obligation by Seller to pay a sales


                                       16
<PAGE>

brokerage commission, finder's fee or similar fee in respect to the transactions
between Seller and Banc One as described in this Agreement. Banc One agrees to
indemnify and hold Seller harmless from and against any claims, liabilities,
damages, or costs (including reasonable attorney fees) relating to any broker,
agent or finder or other person, who shall claim to have dealt on behalf of Banc
One in connection with the transactions contemplated by this Agreement.

ARTICLE 3         SERVICING TRANSFER

         Section 3.1 Transfer of Servicing. As of each Funding Date, Seller
shall transfer to Banc One any and all rights to service the Loans sold on the
related Funding Date, including but not limited to Seller's right to receive all
payments and receivables with respect to the Loans, custody of the Escrow
Payments, and all servicing rights as owner and holder of the Loans.
Notwithstanding the foregoing, Seller shall continue to service the Loans as
interim service for Banc One, without charge, following the Funding Date and
until the corresponding Service Transfer Date. Banc One shall assume
responsibility for servicing the Loan on and after such Service Transfer Date.
Seller shall ensure that all Escrow Payments are received by Banc One within
five (5) Business Days after the Funding Date. If such balances are not received
by Banc One within such five day period, Seller shall remit to Banc One, in
immediately available funds, an amount equal to said balances together with
Accrued Interest thereon, from the Funding Date to the date on which Seller
transfers such Escrow Payments to Banc One, at a rate per annum equal to the sum
of the Federal Funds Rate plus 2% per annum.

         Section 3.2 Interim Servicing.

         (a) Unless otherwise agreed in writing by the parties, Seller shall
interim service the Loans, in conformance with applicable law and Accepted
Servicing Practices.

         (b) Seller shall deliver "good-bye letters" to each Mortgagor on behalf
of Banc One, in compliance with the notice requirements of the Cranston Gonzalez
National Affordable Housing Act of 1990, as the same may be amended, and all
other applicable federal, state and local laws and regulations. Banc One shall
cooperate by providing Seller with any information necessary to complete the
notices. Banc One shall approve any such notices sent by Seller, prior to the
date mailed. Seller shall deliver to Banc One a copy of the notice sent with
respect to each Loan sold on such Funding Date.

         (c) Within five (5) Business Days after the Service Transfer Date,
Seller shall remit to Banc One, by wire, all amounts received by Seller prior to
and including the Service Transfer Date (including without limitation, monies
received or held in reserve for the payment of taxes, insurance premiums or
other charges in connection with the Loan, plus interest thereon), together with
the following:

                  (i) A summary of remittances (including the account numbers,
         amount of payments, date of payments, amount of escrow and account
         reserves);

                  (ii) A trial balance of Loans;

                  (iii) A loan history; and

                  (iv) As appropriate, arrears reports, prepaid reports, reports
         of Loans added or removed, and reports of unpaid monthly payments and
         of principal prepayments.

         (d) During the interim servicing period, Seller shall take no action to
compromise, renew, modify or alter the terms of a Loan or to commence any
judicial or non-judicial action to collect a Loan without the prior written
consent of Banc One. Any payments or monies received or held by Seller from or
on behalf of a Mortgagor after the Funding Date shall be held in trust by Seller
for the benefit of Banc One and shall be immediately delivered to Banc One.

                                       17
<PAGE>

         Section 3.3 Private Mortgage Insurance. If applicable, Seller shall
provide any notification to private mortgage insurance companies necessary to
ensure continuation of such insurance upon transfer of the Loans to Banc One.

         Section 3.4 IRS Reporting and Examinations.

         (a) Unless otherwise agreed in writing prior to the applicable Funding
Date, to the extent required by law, Seller shall report to the Internal Revenue
Service (the "IRS") and each Mortgagor the amount of interest paid (including
without limitation, the obligations with respect to Forms 1098 and 1099 and back
up withholding with respect to same if required) by such Mortgagor on the Loan
on which he or she is the Mortgagor from the date of the advance made by Seller
to such Mortgagor through and including the Service Transfer Date, and Banc One
shall thereafter report to the IRS and each Mortgagor the amount of interest
paid by such Mortgagor on the Loan on which he is the Mortgagor.

         (b) Banc One and Seller shall cooperate fully with each other in
connection with any examination conducted by any tax authority after each
Funding Date, provided that nothing herein shall be construed as obligating Banc
One or Seller to disclose or furnish any tax information note related to the
transfer of the Loans. Banc One and Seller shall inform each other promptly of
any material developments in the course of any such examination, the results of
any such examination, and any proceeding related thereto.

         Section 3.5 Custody of Loan Documents. To the extent any Loan Documents
are delivered by Seller to Banc One prior to the payment by Banc One to Seller
of the Purchase Price for the related Loans, such Loan Documents will be held by
Banc One in trust for Seller until such time as the Purchase Price for the same
is paid. If the related Loans are not purchased by Banc One, such Loan Documents
will be promptly returned to Seller as directed by Seller at Seller's expense.

         Section 3.6 Books and Records. Seller agrees to keep and maintain such
books and records so as to meet and comply with all applicable laws and the
requirements or recommendations of the Equal Credit Opportunity Act (15 U.S.C.
ss. 1601 et seq.) and the Truth in Lending Act (15 U.S.C. ss. 1600 et seq.). The
same shall be available to Banc One at any time, upon reasonable notice, during
business hours, for examination and audit to the extent required to determine
compliance with such laws. Such records shall include a loan register
documenting all loan applications taken on Loans purchased by Seller.

ARTICLE 4         BREACH OF REPRESENTATION AND WARRANTIES

         Section 4.1 Remedy for Breach. In addition to any rights or remedies
Banc One has at law or in equity, if either (i) any representation or warranty
set forth herein or in any writing delivered hereunder or in connection herewith
was not true on the date made or (ii) the Seller breaches its obligations under
Section 3.1 hereof, Seller shall upon demand of Banc One and at the sole option
and absolute discretion of Banc One: (a) repurchase the Loan affected for the
Repurchase Price within ten (10) days of notification or such other time as to
which the Seller and Banc One may agree; or (b) if the Loan(s) has been sold by
Banc One or the Mortgaged Property has been liquidated or sold by Banc One,
Seller shall, within ten (10) days of notification, pay Banc One an amount equal
to the Loss (defined below).

         With respect to the representations and warranties set forth herein or
in any writing delivered hereunder or in connection herewith that are made to
the best of the Seller's knowledge or as to which the Seller has no knowledge,
if it is discovered by the Seller or Banc One that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, then, notwithstanding
the Seller's lack of knowledge with respect to the substance of such
representation add warranty being inaccurate at the time the representation or
warranty was made, such inaccuracy shall be deemed a breach of the applicable
representations or warranty, and Seller shall be required to repurchase the Loan
affected as provided in this Section 6.1.


                                       18
<PAGE>

         As used herein, the term "Loss" means the negative result, if any, of
the following calculations: (x) the total of: (i) the outstanding principal
balance of the Loan, with Accrued Interest thereon from the last date payment
received through the date the Loan is sold or date the collateral is liquidated;
(ii) all advances by Banc One and all charges due from the Mortgagor; (iii) the
total amount paid by Banc One to any senior lienholders, if any, to secure a
first lien position; (iv) Accrued Interest on all mortgage loans purchased from
senior lienholders from the date such mortgage loans were purchased through the
date the Loan is sold or the date the collateral is liquidated; and (v) all
other reasonable and necessary expenses, losses and damages incurred by and/or
paid by Banc One in connection with the Loan or an investigation of said Loan or
the sale of liquidation of the Loan and/or the related collateral, including,
but not limited to, reasonable attorney fees, expenses and costs, property
taxes, maintenance costs, insurance, appraisals, advertising, sales commissions,
fines and penalties, less the (y) net proceeds from the sale of the Loan or the
sale of liquidation of the Mortgaged Property or the collateral.

         Section 4.2 Reassignments. Upon receipt of the Repurchase Price, in
full, in immediately available funds, Banc One shall, at Seller's sole expense,
reassign the Loan affected and any right it may have in the relevant Mortgaged
Property to Seller free and clear of all liens, encumbrances, claims, or
interest of any person or entity claiming by, through, or under Banc One,
without recourse, representation or warranty, and shall execute and deliver to
Seller, at Seller's sole expense, an assignment in recordable form of Banc One's
beneficial interest in the affected Mortgage as well as other documents
necessary to reflect the reassignment of any title protection and insurance
policies.

         Section 4.3 Remedy to Insure Accuracy of Real Estate Appraisals. Within
one hundred twenty (120) days after any Loan purchase, Banc One may, at its own
expense, in order to verify the accuracy of real property appraisals prepared
for Seller, order a reappraisal of the Mortgaged Property to determine the
property value at the date of the original appraisal. If the reappraisal
obtained by Banc One indicates a fair market value which is more than fifteen
(15%) percent less than the original appraisal value, then upon receipt by
Seller from Banc One of a signed copy of the reappraisal, Seller, at its option
within thirty (30) days of the receipt of the reappraisal from Banc One, may
either (i) repurchase the Loan at the Repurchase Price and reimburse Banc One
for the cost of the reappraisal, or (ii) provide Banc One another signed
Appraisal of the property showing a fair market value as of the date of the
original appraisal which is no more than fifteen percent (15%) less than the
original appraisal value.

ARTICLE 7         INDEMNIFICATION

         Section 7.1 Indemnification.

         (a) Seller agrees to protect, indemnify, and hold Banc One and its
employees, officers, and directors, harmless against, and in respect of, any and
all losses, liabilities, costs and expenses (including reasonable attorney's
fees), judgments, damages, claims, counterclaims, demands, actions or
proceedings, by whomsoever asserted, including but not limited to, the
Mortgagors, against any person or persons who prosecute or defend any actions or
proceedings as representatives of or on behalf of a class or interested group,
or any governmental instrumentality, body, agency, department or commission, or
any administrative body or agency having jurisdiction pursuant to any applicable
statute, rule, regulation, order or decree, or the settlement or compromise of
any of the foregoing, arising out of: (i) the breach or violation of any
obligation, representation, covenant, or warranty of Seller hereunder; or (ii)
any suit, action, proceeding, claim or investigation pending or threatened
against Seller or affecting any Loan from any matter or state of facts which was
not disclosed in advance in writing to Buyer prior to the purchase of any Loan
to which it relates regardless of whether the matter is ultimately successfully
concluded.

                                       19
<PAGE>

         (b) If Banc One at any time becomes subject to any legal action,
including counterclaims, wherein the claim is based upon facts that would
constitute a breach of any one of more of the warranties, covenants, and
representations made or assumed by Seller under the terms hereof, Seller shall
thereupon, at Banc One's option, repurchase without recourse, representation or
warranty such Loan at the Repurchase Price. Notwithstanding any such repurchase,
Seller will continue to indemnify Banc One in the manner provided herein.

         (c) Banc One agrees to protect, indemnify, and hold Seller and its
employees, officers, and directors, harmless against, and respect of, any and
all losses, liabilities, costs and expenses (including reasonable attorney's
fees), judgments, damages, claims, counterclaims, demands, actions or
proceedings, by whomsoever asserted, including but not limited to, the
Mortgagor's, against any person or persons who prosecute or defend any actions
or proceedings as representatives of or on behalf of a class or interested
group, or any governmental instrumentality, body, agency, department or
commission, or any administrative body or agency having jurisdiction pursuant to
any applicable statute ,rule, regulation, order or decree, or the settlement or
compromise of any of the foregoing, arising out of any misrepresentation, or
breach of any covenant or warranty of Banc One contained in this Agreement for
any claim by a third party, regardless of whether the claimant is ultimately
successful, which if true would be such a misrepresentation or breach.

         Section 7.2 Notification of Claim Right. If any party to this Agreement
(an "Indemnitee") receives written notice of the assertion of any claim or of
the commencement of any action or proceeding by any entity who is not a party to
this Agreement (a "Third Party Claim") against or affecting such Indemnity, and
if such assertion were presumed to be true (regardless of the actual outcome)
and the other party could be obligated to provide indemnification under this
Agreement (an "Indemnifying Party"), then such Indemnitee will give such
Indemnifying Party reasonably prompt written notice thereof, but in any event no
later than twenty (20) calendar days after receipt of such written notice of
such Third Party Claim.

         Section 7.3 Immediate Action Required. If it is reasonably determined
by the Indemnitee that immediate action is required to address a Third Party
Claim, the Indemnitee is authorized to take immediate action without prior
notice to the Indemnifying Party, and thereafter give notice to the Indemnifying
Party as soon as practicable. In such event, the Indemnitee shall be entitled to
recover from the Indemnifying Party to the extent the Indemnifying Party is
liable for indemnification hereunder.

         Section 7.4 Right to Defend. The Indemnifying Party shall have the sole
right to defend any Third Party Claim at its sole expense and by its own counsel
(which counsel must be reasonably satisfactory to the Indemnitee), by giving
written notice to the Indemnitee admitting its obligation to indemnify the
Indemnitee for the Third Party Claim (the "Notice to Defend"). The Notice to
Defend must be delivered to the Indemnitee no later than twenty (20) calendar
days after receipt of the above-described notice of such Third Party Claim. If
the Indemnifying Party does not give a Notice to Defend within that period, the
Indemnifying Party may participate in (but not control) the defense of any Third
Party Claim assisted by counsel of its own choosing; provided, however, that the
Indemnitee shall have the sole right to make any significant decisions with
respect to the defense of such Third Party Claim including the settlement or
compromise of such Third Party Claim, and the Indemnifying Party will be liable
for all costs and expenses, and all settlement amounts (subject to and in
accordance with Section 7.9 but only to the extent the Indemnifying Party is
liable for indemnification hereunder). During the period prior to receiving the
Notice to Defend, the Indemnitee can proceed to defend the claim, action or
proceeding, and the Indemnitee shall be entitled to recover from the
Indemnifying Party costs and fees (including attorneys' fees) incurred in
connection with the defense to the extent the Indemnifying Party is liable for
indemnification hereunder.

                                       20
<PAGE>

         Section 7.5 Equitable Remedies. Notwithstanding anything in this
Article to the contrary, the Indemnifying Party shall not be entitled to
participate in, and the Indemnitee shall be entitled to have sole and absolute
control over, the defense, compromise or settlement of, any claim to the extent
that the claim seeks an injunction or other similar equitable relief against the
Indemnitee.

         Section 7.6 No Response. If the Indemnitee does not receive a Notice to
Defend with respect to a Third Party Claim within the twenty (20) day period
described in Section 7.4 the Indemnitee may, at its option, solely defend the
Third Party Claim assisted by counsel of its own choosing, and the Indemnifying
Party will be liable for all costs, fees and expenses (including attorneys'
fees), and all settlement amounts (subject to and in accordance with Section 7.9
but only to the extent the Indemnifying Party is liable for indemnification
hereunder).

         Section 7.7 Defense Costs. If, within the twenty (20) day period set
forth in Section 7.4, an Indemnitee receives a Notice to Defend from an
Indemnifying Party with respect to any Third Party Claim, the Indemnifying Party
will not be liable for any legal expenses incurred by the Indemnitee after
receipt of the Notice to Defend in connection with the defense thereof;
provided, however, that if, after giving a Notice to Defend, the Indemnifying
Party fails to take reasonable steps necessary to diligently defend such Third
Party Claim within the earlier of: (i) twenty (20) calendar days after receiving
written notice from the Indemnitee that the Indemnitee believes, after due
inquiry, that the Indemnifying Party has failed to take such steps, or (ii)
within such period necessary in the reasonable judgment of the Indemnitee to not
prejudice the defense of such Third Party Claim, then the Indemnitee may, at its
option, solely assume the defense of the Third Party Claim, assisted by counsel
of its own choosing, and the Indemnifying Party will be liable for all
reasonable costs, fees and expenses (including attorneys' fees), and all
settlement amounts (subject to and in accordance with Section 7.9) and all other
liabilities, losses; damages and injuries paid or incurred in connection
therewith where the Indemnifying Party is liable for such other liabilities,
losses, damages and injuries pursuant to this Article 7.

         Section 7.8 Additional Recoveries. In addition to other remedies
available under this Article, if (i) the Indemnitee has available defenses,
counterclaims or third party claims that are not available to the Indemnifying
Party, (ii) a claim seeks an injunction or other similar equitable relief
against the Indemnitee, or (iii) the claim seeks any remedy or relief other than
a monetary claim, then the Indemnitee shall be entitled to recover from the
Indemnifying Party its reasonable costs, fees and expenses (including attorneys'
fees) incurred in defending such Third Party Claim, and all settlement amounts
(subject to and in accordance with Section 7.9) and all other liabilities,
losses, damages and injuries paid or incurred in connection therewith to the
extent that the Indemnifying Party is liable for indemnification hereunder.

         Section 7.9 Settlement. In the circumstances described in Section 7.4
where the Indemnifying Party has the sole right to defend the Third Party Claim,
the Indemnifying Party shall have the sole right to settle such claim. In all
other circumstances, if there is a dispute between the Indemnifying Party and
Indemnitee concerning whether a Third Party Claim should be contested, settled
or compromised, it shall be settled, compromised, or contested, in accordance
with Section 7.10; provided, however, that the Indemnitee, or its respective
successors or assigns, shall neither be required to refrain from paying or
satisfying any claim which the Indemnifying Party has not acknowledged in
writing its obligation to indemnify the Indemnitee, or which has matured by
court judgment or decree, unless appeal is taken thereafter and proper appeal
bond posted by the Indemnifying Party, nor shall the Indemnitee be required to
refrain from paying or satisfying any Third Party Claim after and to the extent
that such Third Party Claim has resulted in an unstayed injunction or other
similar equitable relief against the Indemnitee or in an imposition of a lien
upon any of the properties or assets then held by the Indemnitee or its
respective successors and assigns (unless such claim shall have been discharged
or enforcement thereof stayed by the filing of a legally permitted bond by the
Indemnifying Party or otherwise, at its sole expense), or result in a breach or
default in a lease or other contract by which any of them is bound, or would
materially adversely affect their respective assets, businesses or financial
condition.

                                       21
<PAGE>


         Section 7.10 Objections to Settlement. In the event that the
Indemnifying Party, on the one hand, or the Indemnitee, on the other hand, has
reached a good faith, bona fide settlement agreement or compromise, subject only
to approval hereunder, with any claimant regarding a matter which may be the
subject of indemnification hereunder and desires to settle on the basis of such
agreement or compromise, such party who desires to so settle or compromise shall
notify the other party in writing of its desire setting forth the terms of such
settlement or compromise (the "Notice of Settlement"). The Third Party Claim may
be settled or compromised on such basis unless within twenty (20) days of the
receipt of the Notice of Settlement the party who issued the Notice of
Settlement receives a notice from the other party of its desire to continue to
contest the matter (the "Notice to Contest") and, in such case:

                  (i) should the Indemnitee deliver a Notice to Contest, the
         claim shall be so contested and the liability of the Indemnifying Party
         shall be limited as provided in clause (iii) below;

                  (ii) if the settlement or compromise could resulting a claim
         for indemnification being made against the Indemnifying Party and if
         the Indemnifying Party delivers the Notice to Contest, the claim shall
         be so contested and the liability of the Indemnitee shall be limited as
         provided in clause (iii) below; and

                  (iii) if a matter is contested as provided in clauses (i) and
         (ii) above and, is later adjudicated, settled, compromised or otherwise
         disposed of and such adjudication, compromise, settlement or
         disposition results in a liability, loss, damage or injury, in excess
         of the amount for which one party desired previously to settle the
         matter, then the liability of such party shall be limited to the lesser
         proposed settlement amount and the party contesting the matter shall be
         solely responsible for the amount in excess of the lesser proposed
         settlement amount and without regard to any minimum or maximum
         restriction on liability described in the Agreement.

         For an Indemnifying Party's Notice to Contest to be effective, it must
also state that the Indemnifying Party acknowledges and agrees that it shall be
obligated to indemnify the Indemnitee for any amount in excess of the lesser
proposed settlement amount as described in sub-paragraph (iii) above. Except for
such obligation for the excess of the lesser proposed settlement amount
acknowledged in a Notice to Contest, the giving of or failure to give a Notice
to Contest by any party shall not be construed or implied as an acknowledgment
by such party of an obligation for indemnification under this Article 7.

         Section 7.11 Waiver. The Indemnifying Party hereby expressly waives and
renounces any and all rights to make a claim against the Indemnitee or its
respective directors, officers, agents or employees based upon a right or claim
of any Third Party to which it may become subrogated as a result of making any
payment for indemnification hereunder except to the extent that such waiver
adversely affects any rights of subrogation of an insurer under an applicable
insurance policy; provided however, nothing herein is intended to constitute a
waiver by the Indemnifying Party of any rights of subrogation to which it may be
entitled against persons other than those described herein.

         Section 7.12 Direct Claims. Any claim by an Indemnitee for
indemnification other than indemnification against a Third Party Claim (a
"Direct Claim") will be asserted by giving the Indemnifying Party reasonably
prompt written notice thereof, and the Indemnifying Party will have a period of
twenty (20) calendar days within which to respond in writing to such Direct
Claim. If the Indemnifying Party does not respond within the twenty (20)
calendar day period, the Indemnifying Party will be deemed to have rejected such
claim, in which event the Indemnitee will be free to pursue such remedies as may
be available to the Indemnitee under this Article 7.

                                       22
<PAGE>

         Section 7.13 Insurance. Any claim for indemnification hereunder shall
be reduced by the amount of insurance proceeds payable with respect to the
circumstances giving rise to such claim.

ARTICLE 8         Miscellaneous

         Section 8.1 Relationship of the Parties. It is agreed that Seller and
Banc One are not partners or joint venturers and that Seller is not to act as an
agent for Banc Once in originating, administering or collecting any Loan, but
shall have the status of and shall act in all matters hereunder as an
independent contractor.

         Section 8.2 Closing Documents. Seller shall have delivered to Banc One
an officer's certificate, in the form of Exhibit A hereto, attested to by the
Secretary of Seller, stating the names and showing the facsimile signatures of
the offices of Seller authorized to execute and deliver this Agreement; endorse
Note(s), and make and execute assignments of Mortgage(s) and Assignment(s) and
other actions to be undertaken by Seller hereunder. It is within Banc One's
discretion to periodically request good standing certificates for all states in
which Seller is registered to do business. In addition, Seller shall provide
Banc One copies of all applicable lending licenses.

         Section 8.3 Additional Covenants.

         (a) Each party shall, from time to time, execute and deliver, or cause
to be executed and delivered, such additional instruments, assignments,
endorsements, papers and documents as the other party may at any time reasonably
request for the purpose of carrying out this Agreement and the transfers
provided for herein.

         (b) Any and all decisions made by Banc One in good faith to take action
or to not take action relative to a Loan, including, but not limited to, the
sale or liquidation of a Loan, Mortgaged Property or collateral shall be final
and conclusively binding upon Seller in the event Seller does not repurchase a
Loan within ten (10) days of notification by Banc One pursuant to Article 6 of
this Agreement.

         (c) In order to enforce Banc One's rights under this Agreement, Seller
shall, upon the request of Banc One or its assigns, do and perform or cause to
be done and performed every reasonable act and thing necessary or advisable to
put Banc One and its assigns in position to enforce the payment of the Loans and
to carry out the intent of this Agreement, including the execution of and, if
necessary, the recordation of additional documents including separate
endorsements and assignments upon request of Banc One. In addition, Seller
hereby irrevocably appoints any officer or employee of Banc One or its assigns
its true and lawful attorney to do and perform every act necessary, requisite,
proper or advisable to be done to put Banc One or its assigns in position to
enforce the payment of the Loans, or to collect any amount, or endorse any check
or instrument in connection therewith. The foregoing appointment shall
constitute a power of attorney coupled with an interest and shall be irrevocable
for the purposes stated herein.

         (d) After any Funding Date, Banc One shall hold in trust for Seller any
Notes, Mortgages and all other Loan-related documents which Banc One has in its
possession but has not purchased as provided herein, and agrees to return such
documents promptly as directed by Seller at Seller's sole expense.

                                       23
<PAGE>

         (e) Seller shall maintain one or more errors and omissions insurance
policies and fidelity bonds, each in an amount or, in the aggregate in an amount
and in all other manners, in compliance with the requirements from time to time
of Fannie Mae and Freddie Mac for persons performing services for mortgage loans
purchased by Fannie Mae and Freddie Mac.

         Section 8.4 Survival of Covenants, Agreements, Representations and
Warranties; Successors and Assigns. All representations, warranties, covenants
and agreements made herein or in any other instrument or writing delivered
hereunder or in connection with any transaction contemplated hereby or thereby,
including those made by third parties for the benefit of either party, shall be
considered to have been relied upon by the recipient or beneficiary thereof
(unless otherwise agreed in writing by the parties) and hall survive the
termination of this Agreement, all Delivery Instructions, and the endorsement of
any Note or the assignment of any Mortgage hereunder. Banc One reserves the
right to proceed against third parties to enforce any representations,
warranties and covenants made by them for the benefit of Seller.

         Section 8.5 Severability. If any provision, or part thereof, of this
Agreement is invalid or unenforceable under any law, such provision, or part
thereof, is and will be totally ineffective to that extent, but the remaining
provisions, or part thereof, will be unaffected.

         Section 8.6 Fees and Expenses. Each of the parties hereto shall pay all
legal fees and expenses incurred by it in connection with the negotiation,
preparation, execution and delivery of this Agreement. Seller shall pay all
legal fees and expenses incurred by Banc One as may from time to time be
incurred by Banc One in connection with the enforcement of any obligation of the
Seller under this Agreement and/or any Delivery Instruction against Seller. All
such fees and expenses to be paid by Seller shall be promptly paid upon receipt
of an invoice therefor. Notwithstanding anything to the contrary herein
contained, in any action at law, in equity, arbitration or otherwise between the
parties in relation to this Agreement, any Delivery Instructions or any
transaction contemplated hereby or thereby or any Loan or other instrument or
agreement required or purchased or sold hereunder or thereunder, the
non-prevailing party, in addition to any other sums which such party shall be
required to pay pursuant to the terms and conditions of this Agreement, at law,
in equity, arbitration or otherwise, shall also be required to pay to the
prevailing party all costs and expenses of such litigation, including reasonable
attorney fees. Unless otherwise specifically provided for herein, if one party
hereto fails to make payment of any amount due to the other party within thirty
(30) days of being required or requested to do so, the amount unpaid shall bear
interest at the Federal Funds Rate plus 2% per annum.

         Section 8.7 Waivers. No waiver of any term, provision or condition of
this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or construed as a further or continuing waiver of any
such term, provision or condition, or of any other term, provision or condition
of this Agreement.

         Section 8.8 Notices. Any notice or other communication in this
Agreement provided or permitted to be given by one party to the other must be in
writing and given by personal delivery or by depositing the same in the United
States mail (certified mail, return receipt requested), addressed to the other
party to be notified, postage prepaid. For purposes of notice, the addresses of
the parties shall be as follows:

                           BANC ONE:          Banc One Financial Services, Inc.
                                              8604 Allisonville Road
                                              Indianapolis, Indiana  46250
                                              Attention:  General Counsel
                                              Fax:  317-585-2260

                                       24
<PAGE>

                           SELLER:            Westmark Mortgage Corporation
                                              8000 North Federal Highway
                                              Boca Raton, Florida  33487
                                              Payton Story, III
                                              561-526-3309 Fax

         The above addresses may be changed from time to time by written notice
from one party to the other.

         Section 8.9 Assignment. Seller shall not, without the prior written
consent of Banc One, assign any of its rights or obligations hereunder.

         Section 8.10 Captions. Paragraph or other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         Section 8.11 Confidentiality. Neither Banc One nor Seller shall
disclose any confidential or proprietary information of the other party with
respect to such other party that may be in the possession of that party,
including, without limitation, (i) such information in the possession of Banc
One as to Seller's financial condition or underwriting guidelines, (ii) such
information in the possession of Seller as to the Seller Guide (including the
Seller Guide itself) and Banc One's credit and/or Underwriting Guidelines and
any information regarding pricing of any mortgage loan proposed to be purchased
by Banc One and (iii) any information designated "confidential" or "proprietary"
by either party to the other party, pursuant to a subpoena or order issued by a
court of competent jurisdiction, or by a judicial or administrative or
legislative body or committee. Confidential information shall not include
information which: (i) is in the receiving party's possession without actual or
constructive knowledge of any obligation of confidentiality with respect
thereto, prior to disclosure by the disclosing party; (ii) is or subsequently
becomes part of a public domain through no fault of receiving party; or (iii) is
disclosed to the receiving party by a third party having no obligation of
confidentiality with respect thereto, and provided the receiving party did not
have actual or constructive knowledge that such information was wrongfully
discussed by such third parties.

         Section 8.12 Entire Agreement. This Agreement, the Exhibits attached
hereto and the documents referred to herein constitute the entire agreement
between the parties hereto with respect to the subject matter hereof, and there
are no prior agreements, understandings, restrictions, warranties or
representations between the parties with respect thereto. Each of the parties
hereto agrees that to the extent that any Delivery Instructions contain any term
and/or condition that is additional to, different from or in conflict with any
term or condition contained in this Agreement, such Delivery Instructions shall
control over the terms and conditions of this Agreement, but only for the
Delivery related to such Delivery Instructions.

         Section 8.13 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana. The provisions of
this paragraph shall not affect the provisions of any Note, Mortgage or Loan
Documents which cause the laws of the United States or any other state thereof
to be applicable to any Mortgagor or the Mortgaged Property.

         Section 8.14 Termination. This Agreement is terminable by either Banc
One or Seller upon thirty (30) days' written notice of termination to the
non-terminating party. Notwithstanding the foregoing, Banc One has the option of
terminating this Agreement immediately upon notice to Seller upon Seller's
breach of any of the representations and warranties contained herein or in any
Delivery Instruction, and Banc One shall have no obligations to honor any
commitment hereunder or under any outstanding Delivery Instruction, effective
immediately upon delivery of written notice by Banc One to Seller.

                                       25
<PAGE>

         Any consent by Banc One to purchase Loans pursuant to this Agreement
shall automatically terminate if: (a) a decree or order of a court, agency or
supervisory authority having jurisdiction for the appointment of a conservator
or receiver or liquidator in any insolvency, readjustments of debt, marshaling
of assets and liabilities, bankruptcy proceeding or any similar proceedings, or
for the winding up or liquidation of its affairs, shall have been entered
against Seller or a Mortgagor and such decree or order shall have remained in
force undischarged or unstated for a period of 60 days; or (b) Seller or a
Mortgagor shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities, bankruptcy or similar proceedings relating to the Seller or
relating to all or substantially all of its property; or (c) Seller or Mortgagor
shall admit in writing its inability to pay its debts as they become due, file a
petition to take advantage of any applicable insolvency, reorganization or
bankruptcy statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations.

         Section 8.15 Arbitration, Jurisdiction and Venue. With respect to any
controversy, argument or claim arising out of or relating to this Agreement, or
any breach thereof (including, but not limited to, a request for emergency
relief), the parties hereby consent to the exclusive jurisdiction of the courts
of the State of Indiana in Marion County or the Federal District Court for the
proper district in Indiana and waive personal service of any and all process
upon them and consent that all such service of process made by registered or
certified mail directed to them at the address stated herein and service so made
shall be deemed to be completed five (5) days after mailing. The parties waive
trial by jury and waive any objection to jurisdiction and venue of any action
instituted hereunder, agree not to assert any defense based on lack of
jurisdiction or venue and consent to the granting of such legal or equitable
relief as is deemed appropriate by the court, including, but not limited to, any
emergency relief, injunctive or otherwise.

                  Notwithstanding anything to the contrary herein contained,
except with respect to emergency relief, upon demand of any party hereto,
whether made before or after institution of any judicial proceeding, any
dispute, claim or controversy arising out of, connected with or relating to this
Agreement and/or any Delivery Instruction ("Disputes") between or among parties
to this agreement shall be resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive the right of that
party to demand arbitration hereunder. Disputes may include without limitation,
tort claims, counterclaims, disputes as to whether a matter is subject to
arbitration, claims brought as class actions, claims arising from documents or
certificates executed in the future, or claims arising out of or connected with
the transaction reflected by this Agreement and/or any Delivery Instruction.

                  Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the
American Arbitration Association (the "AAA") and Title 9 of the U.S. Code. All
arbitration hearings shall be conducted in Indianapolis, Indiana. The expedited
procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be
applicable to claims of less than $1,000,000. All applicable statutes of
limitation shall apply to any Dispute. A judgment upon the award may be entered
in any court having jurisdiction. The panel from which all arbitrators are
selected shall be comprised of licensed attorneys. The single arbitrator
selected for expedited procedure shall be a retired judge from the highest court
of general jurisdiction, state or federal, of the state where the hearing will
be conducted or if such person is not available to serve, the single arbitrator
may be a licensed attorney.

                  Notwithstanding the preceding binding arbitration provisions,
the parties hereto agree to preserve, without diminution, certain remedies that
any party hereto may employ or exercise freely, independently or in connection
with an arbitration proceeding or after an arbitration action is brought. The
parties hereto shall have the right to proceed in any court of proper
jurisdiction or by self-help to exercise or prosecute the following remedies, as
applicable: (i) all rights to foreclose against any real or personal property or

                                       26
<PAGE>

other security by exercising a power of sale granted hereunder or under
applicable law or by judicial foreclosure and sale, including a proceeding to
confirm the sale; (ii) all rights of self-help including peaceful occupation of
real property and collection of rents, set-off, and peaceful possession of
personal property; (iii) obtaining provisional or ancillary remedies including
injunctive relief, sequestration, garnishment, attachment, appointment of
receiver and filing an involuntary bankruptcy proceeding; and (iv) when
applicable, a judgment by confession of judgment. Preservation of these remedies
does not limit the power of an arbitrator to grant similar remedies that may be
requested by a party in a Dispute.

                  The parties hereto agree that they shall not have a remedy of
punitive or exemplary damages against the other in any Dispute and hereby waive
any right or claim to punitive or exemplary damages they have not or which may
arise in the future in connection with any Dispute whether the Dispute is
resolved by arbitration or judicially.

         Section 8.16 No Solicitation. From and after the Funding Date, Seller
agrees that it will not take any action or permit or cause any action to be
taken by Seller, any of its agents or affiliates, or by any independent
contractors on Seller's behalf, to personally, by telephone or mail, solicit the
Mortgagor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in
part, without the prior written consent of Banc One. It is understood and agreed
that all rights and benefits relating to the solicitation of any Mortgagors to
refinance any Mortgage Loans and the attendant rights, title and interest in and
to the list of such Mortgagors to refinance any Mortgage Loans and the attendant
rights, title and interest in and to the list of such Mortgagors and data
relating to their Mortgages (including insurance renewal dates) shall be
transferred to Banc One pursuant hereto on the Funding Date and Seller shall
take no action to undermine these rights and benefits Notwithstanding the
foregoing, it is understood and agrees that promotions undertaken by Seller or
any affiliate of Seller which are directed to the general public at large, or
segments thereof, provided that no segment shall consist primarily of the
Mortgage Loans, including, without limitation, mass mailing based on
commercially acquired mailing lists, newspaper, radio and television
advertisements, shall not constitute solicitation under this Section 8.16.

         Section 8.17 Endorsements. In the event that the remedies or other
terms outlined in this Agreement conflict with the terms of any endorsement by
Seller of any Note evidencing a Loan purchased by Banc One from Seller,
including, but not limited to, an endorsement stating that the assignment of the
Note is without recourse, the remedies and terms of this Agreement shall govern
and control.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above:

                                              [Seller]

BANC ONE FINANCIAL SERVICES, INC.             WESTMARK MORTGAGE CORPORATION

By:_____________________________              By:__________________________
Name:___________________________              Name:    Payton Story, III
Title:__________________________              Title:   President

Attachments:

Form of Officer's Certificate                 Exhibit A

Exhibit to Seller's Officer's Certificate     Exhibit 5

Form of Wire Transfer Authorization           Exhibit B

Credit Documents                              Exhibit C

Loan Documents                                Exhibit D

                                       27
<PAGE>

                                    EXHIBIT A

                                    [Form of
                             Officer's Certificate]

         The undersigned Payton Story III, a President of Westmark Mortgage
Corporation, a CA Corporation ("Seller") hereby certifies in connection with
that certain Master Mortgage Loan Purchase Agreement, dated as of December 22,
1998 (the "Master Agreement") by and between Banc One and Seller as follows:

1. ATTACHED HERETO AS EXHIBIT 1 IS A TRUE, CORRECT AND COMPLETE COPY OF SELLER'S
ARTICLES OF ASSOCIATION, CHARTER OF ARTICLES OF INCORPORATION WHICH IS IN FULL
FORCE AND EFFECT ON THE DATE HEREOF AND WHICH HAS BEEN IN EFFECT WITHOUT
AMENDMENT, WAIVER, RESCISSION OR MODIFICATION SINCE 12/21/83.

2. ATTACHED HERETO AS EXHIBIT 2 IS A TRUE, CORRECT AND COMPLETE COPY OF SELLER'S
BYLAWS, WHICH ARE IN EFFECT ON THE DATE HEREOF AND WHICH HAVE BEEN IN EFFECT
WITHOUT AMENDMENT, WAIVER, RESCISSION OR MODIFICATION SINCE 4/1/92.

3. ATTACHED HERETO AS EXHIBIT 3 IS AN ORIGINAL CERTIFICATE OF GOOD STANDING OF
SELLER FOR THE JURISDICTIONS INDICATED HEREON, ISSUED WITHIN TEN DAYS OF THE
DATE HEREOF, AND NO EVENT HAS OCCURRED SINCE THE DATE THEREOF WHICH WOULD IMPAIR
SUCH STANDING.

4. ATTACHED HERETO AS EXHIBIT 4 IS A TRUE, CORRECT AND COMPLETE COPY OF THE
CORPORATE RESOLUTIONS OF THE BOARD OF DIRECTORS OF SELLER AUTHORIZING SELLER TO
EXECUTE AND DELIVER THE MASTER AGREEMENT AND SUCH RESOLUTIONS ARE IN EFFECT ON
THE DATE HEREOF AND HAVE BEEN IN EFFECT SINCE THEIR ADOPTION WITHOUT AMENDMENT,
WAIVER RESCISSION OR MODIFICATION.

5. EITHER (I) NO CONSENT, APPROVAL, AUTHORIZATION, ORDER OF, OR REGISTRATION
FILING WITH, OR NOTICE TO ANY COURT OR GOVERNMENTAL AGENCY OR BODY INCLUDING
HUD, IS REQUIRED FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY SELLER OF OR
COMPLIANCE BY SELLER WITH THE MASTER AGREEMENT OR THE SALE OF THE LOANS OR THE
CONSUMMATION BY SELLER OF THE TRANSACTION CONTEMPLATED BY THE MASTER AGREEMENT;
OR (II) IF REQUIRED, SUCH APPROVAL AHS BEEN OBTAINED PRIOR TO THE DATE HEREOF.

6. NEITHER THE EXECUTION AND DELIVERY OF THE MASTER AGREEMENT, THE SALE OF ANY
LOAN TO BANC ONE OR THE TRANSACTIONS CONTEMPLATED BY, NOR THE FULFILLMENT OF OR
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE MASTER AGREEMENT WILL CONFLICT
WITH, OR RESULT IN A BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF
SELLER'S ARTICLES OF INCORPORATION, CHARTER OR BY-LAWS OR ANY LEGAL RESTRICTION
OR ANY AGREEMENT OR INSTRUMENT TO WHICH SELLER IS NOW A PARTY OR BY WHICH IT IS
BOUND, OR CONSTITUTE A DEFAULT OR RESULT IN AN ACCELERATION UNDER ANY OF THE
FOREGOING, OR RESULT IN THE VIOLATION OF ANY LAW, RULE, REGULATIONS, ORDER,
JUDGMENT OR DECREE TO WHICH SELLER OR ITS PROPERTY IS SUBJECT, OR RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE THAT WOULD HAVE AN
ADVERSE EFFECT UPON ANY OF ITS PROPERTIES PURSUANT TO THE TERMS OF ANY MORTGAGE
CONTRACT, DEED OF TRUST OR OTHER INSTRUMENT, OR IMPAIR THE ABILITY OF BANC ONE
TO REALIZE ON THE LOANS, IMPAIR THE VALUE OF THE LOANS OR IMPAIR THE ABILITY OF
BANC ONE TO REALIZE ON ANY RELATED INSURANCE POLICY.

7. THERE IS NO ACTION, SUIT, PROCEEDING INVESTIGATION PENDING EXCEPT AS
DESCRIBED BY SELLER IN WRITING TO BANC ONE OR TO SELLER'S KNOWLEDGE THREATENED
AGAINST SELLER WHICH, EITHER IN ANY ONE INSTANCE OR IN THE AGGREGATE, MAY RESULT


<PAGE>

IN ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, FINANCIAL CONDITION,
PROPERTIES OR ASSETS OF SELLER, OR IN ANY MATERIAL IMPAIRMENT OF THE RIGHT OR
ABILITY OF THE SELLER TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED,
OR IN ANY MATERIAL LIABILITY ON THE PART OF SELLER, OR WHICH WOULD DRAW INTO
QUESTION THE VALIDITY OF THE MASTER AGREEMENT OR THE LOANS OR OF ANY ACTION
TAKEN OR TO BE TAKEN IN CONNECTION WITH THE OBLIGATIONS OF SELLER CONTEMPLATED
HEREIN, OR WHICH WOULD BE LIKELY TO IMPAIR MATERIALLY THE ABILITY OF SELLER TO
PERFORM UNDER THE TERMS OF THE MASTER AGREEMENT.

8. EACH OF THE LOAN DOCUMENTS AND CREDIT DOCUMENTS FOR THE LOANS TO BE PURCHASED
BY BANC ONE ARE ON FORMS PREVIOUSLY GIVEN TO BANC ONE FOR REVIEW. SELLER HAS
GIVEN BANC ONE COPIES OF ALL ALLEGATIONS OF VIOLATIONS OF STATE OR FEDERAL LAW
(INCLUDING BUT NOT LIMITED TO ALL STATUTES, REGULATIONS, OFFICIAL STAFF
COMMENTARIES OR CASE LAW) WITH RESPECT TO ANY SUCH FORM OF THE LOAN DOCUMENTS OR
CREDIT DOCUMENTS, OR THE PRACTICES OF SELLER, ANY SERVICER FOR SELLER, OR ANY
PREDECESSOR OF SELLER WITH RESPECT TO SUCH FORMS, WHETHER BY LETTER, COMPLAINT,
LEGAL PROCEEDING, ARBITRATION, ADMINISTRATIVE PROCEEDING, AUDIT, EXAMINATION, OR
ANY OTHER MANNER THAT WOULD PUT SELLER ON NOTICE OF ANY ALLEGED VIOLATION
("VIOLATION INFORMATION"). AT ANY TIME THAT THERE REMAINS PENDING A BEST EFFORTS
FLOW DELIVERY, BULK DELIVERY, OR A FORWARD COMMITMENT DELIVERY, SELLER SHALL
PROMPTLY DELIVER TO BANC ONE HEREAFTER, COPIES OF ALL FUTURE VIOLATION
INFORMATION.

9. SELLER HAS BEEN DULY AUTHORIZED TO ALLOW CERTAIN OF ITS OFFICERS TO EXECUTE
ANY AND ALL DOCUMENTS BY ORIGINAL SIGNATURE IN ORDER TO COMPLETE THE
TRANSACTIONS CONTEMPLATED BY THE MASTER AGREEMENT AND BY ORIGINAL SIGNATURE IN
ORDER TO EXECUTE THE ENDORSEMENTS TO THE NOTES AND THE ASSIGNMENTS OF MORTGAGES,
AND THE ORIGINAL SIGNATURE OF THE OFFICER OF SELLER EXECUTING THE ENDORSEMENTS
TO THE NOTES AND THE ASSIGNMENTS OF MORTGAGES SHALL REPRESENT THE LEGAL AND
VALID SIGNATURE OF SAID OFFICER OF SELLER.

10. EACH PERSON LISTED ON EXHIBIT 5 ATTACHED HERETO WHO, AS AN OFFICER OR
REPRESENTATIVE OF SELLER, SIGNED THE MASTER AGREEMENT AND ANY OTHER DOCUMENT
DELIVERED PRIOR HERETO OR ON THE DATE HEREOF IN CONNECTION WITH THE MASTER
AGREEMENT, WAS, AT THE RESPECTIVE TIMES OF SUCH SIGNING AND DELIVERY, AND IS
NOW, A DULY ELECTED OR APPOINTED, QUALIFIED AND ACTING OFFICER OR REPRESENTATIVE
OF SELLER, WHO HOLDS THE OFFICE SET FORTH OPPOSITE HIS OR HER NAME ON EXHIBIT 5,
AND THE SIGNATURES OF SUCH PERSONS APPEARING ON SUCH DOCUMENTS ARE THEIR GENUINE
SIGNATURES.

11. SELLER IS DULY AUTHORIZED TO ENGAGE IN THE TRANSACTIONS DESCRIBED AND
CONTEMPLATED IN THE MASTER AGREEMENT.

IN WITNESS WHEREOF, WE HAVE HEREUNTO EACH SIGNED OUR NAME AND AFFIXED THE SEAL
OF SELLER.

Dated:      December 22, 1998                  By:___________________________
                                               Name:      Payton Story, III
                                               Title:     President

                                               By:
                                               Name:      Irving H. Bowen
                                               Title:     EVP, Treasurer/CFO

I, STEPHEN R. ECHOLS, AN [ASSISTANT] SECRETARY OF WESTMARK, HEREBY CERTIFY THAT
PAYTON STORY, III IS THE DULY ELECTED, QUALIFIED AND ACTING PRESIDENT OF SELLER
AND THAT THE SIGNATURE APPEARING ABOVE IS HIS GENUINE SIGNATURE AND THAT IRV
BOWEN IS THE DULY ELECTED, QUALIFIED AND ACTING TREASURER OF THE SELLER AND THAT
THE SIGNATURE APPEARING ABOVE IS HIS GENUINE SIGNATURE.

                                       2
<PAGE>

IN WITNESS WHEREOF, I HAVE HEREUNTO SIGNED MY NAME.

DATED:   DECEMBER 22, 1998                     BY:_____________________________
                                               NAME:     STEVEN R. ECHOLS
                                               TITLE:     [ASSISTANT] SECRETARY





                                       3

<PAGE>


                                    EXHIBIT 5
                                       to
                         Seller's Officer's Certificate

         Each of the following individuals are authorized on behalf of Seller to
execute and deliver this Agreement endorse Note(s), and assign Mortgage(s) and
Assignment(s) and authorize the bank accounts for Banc One to utilize for
funding loans.

Name                           Title                  Facsimile Signature
Payton Story, III              President
Irving H. Bowen                EVP, Treasurer/CFO


IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED THIS CERTIFICATE, THIS 22ND DAY
OF DECEMBER, 1998.

                                            BY:___________________________
                                            NAME:_________________________
                                            TITLE:________________________
ATTEST:

BY:____________________________
NAME:__________________________
TITLE:_________________________



                                       4
<PAGE>
                                    EXHIBIT B

                                    [Form of]
                           Wire Transfer Authorization


(Date)   December 22, 1998

Banc One Financial Services, Inc.
8604 Allisonville Road
Indianapolis, Indiana  46250

Ladies and Gentlemen:

         Pursuant to the Master Mortgage Loan Purchase Agreement (the
"Agreement"), dated as of December 22, 1998, between Westmark Mortgage
Corporation and Banc One Financial Services, Inc., we hereby notify you to pay
any and all amounts that may be due us from time to time under or pursuant to
the Agreement to our account as follows:

         Account No.:      5111011213
                           Northern Trust Bank of Florida
                           Boca Raton, Florida

         ABA NO.:          066009650
         ATTENTION:        DORIS DEL ZIO

         PLEASE MAKE ALL PAYMENTS DUE US AT ANY TIME AND FROM TIME TO TIME UNDER
OR PURSUANT TO THE AGREEMENT FROM THE DATE HEREOF UNTIL SUCH TIME A REPLACEMENT
WIRE TRANSFER AUTHORIZATION IN THE FORM HEREOF AS RECEIVED BY YOU.

                                              SINCERELY,

                                              _________________________________

                                              BY:______________________________
                                              NAME:      PAYTON STORY, III
                                              TITLE:    PRESIDENT

                                              BY:______________________________
                                              NAME:     IRVING H. BOWEN
                                              TITLE:    EVP, TREASURER/CFO


                                       5

<PAGE>
                                    EXHIBIT C

                                Credit Documents

ORIGINAL LOAN APPLICATION (FNMA FORM 1003)

ORIGINAL UNIFORM UNDERWRITING AND TRANSMITTAL FORM (FNMA FORM 1008)

ORIGINAL MERGED CREDIT REPORT FROM TWO CREDIT REPOSITORIES

INITIAL AND FINAL EXECUTED DISCLOSURE STATEMENTS AS REQUIRED BY STATE AND
FEDERAL LAW INCLUDING BUT NOT LIMITED TO:

         INITIAL GOOD FAITH ESTIMATE
         INITIAL TRUTH-IN-LENDING DISCLOSURE
         PROVIDER OF SERVICES DISCLOSURE
         RIGHT TO APPRAISAL DISCLOSURE
         SERVICING DISCLOSURE NOTIFICATION

LOAN PAYMENT HISTORY IN MAGNETIC MEDIA ACCEPTABLE TO AND READABLE BY BANC ONE,
OR IF PAYMENT HISTORIES ARE MAINTAINED ONLY MANUALLY, THE LEDGER CARDS.

EVIDENCE OF INCOME VERIFICATION PURSUANT TO UNDERWRITING GUIDELINES

EVIDENCE OF ASSET VERIFICATION PURSUANT TO UNDERWRITING GUIDELINES, IF
APPLICABLE.

VERIFICATION OF FIRST MORTGAGE, IF APPLICABLE.

ORIGINAL APPRAISAL (FNMA FORM 1004), AND ALL OTHER APPRAISALS

PURCHASE CONTRACT, IF APPLICABLE.

ORIGINAL OF HUD-1 OR HUD-1A SETTLEMENT STATEMENT, EXECUTED BY OBLIGOR(S)

EVIDENCE OF HOMEOWNER'S INSURANCE

ORIGINAL OR CERTIFIED COPY OF CERTIFICATE OF IDENTIFICATION OR TITLE AFFIDAVIT
OR BORROWER'S NAME AFFIDAVIT, IF APPLICABLE

ORIGINAL W-9 CERTIFICATE

ORIGINAL IRS FORM 4506/8821, IF APPLICABLE.

         THE ORIGINAL POLICY OF TITLE INSURANCE FOR SUCH LOAN, OR A COPY OF SUCH
POLICY OR A TITLE INSURANCE BINDER OR COMMITMENT FOR THE ISSUANCE OF SUCH POLICY
OR AN INSURED CLOSING AGREEMENT (OR IN THE CASE OF MORTGAGED PROPERTIES LOCATED
IN OR AS IN WHICH SUCH POLICIES ARE GENERALLY NOT AVAILABLE, AN ATTORNEY'S
CERTIFICATE OR OPINION OF TITLE OR OTHER CUSTOMARY ASSURANCE OF TITLE).

         COPY OF EACH INSTRUMENT NECESSARY TO COMPLETE IDENTIFICATION OF ANY
EXCEPTION SET FORTH IN THE EXCEPTION SCHEDULE IN THE TITLE POLICY, I.E., MAP OR
PLAT, RESTRICTIONS, EASEMENTS, SEWER AGREEMENTS, HOME ASSOCIATION DECLARATIONS,
ETC.

         COPY OF FLOOD CERTIFICATION AND FLOOD INSURANCE POLICY, IF APPLICABLE.


                                       6
<PAGE>
                                    EXHIBIT D

                                 Loan Documents


         ORIGINAL STANDARD FNMA FORM NOTE EXECUTED BY ALL OBLIGORS, WITH PROPER
ENDORSEMENTS, ADDENDUMS, OR RIDERS, ENDORSED "PAY TO THE ORDER OF BANC ONE
FINANCIAL SERVICES, INC., WITHOUT RECOURSE," AND SIGNED IN THE NAME OF SELLER BY
AN AUTHORIZED OFFICER, WITH ALL INTERVENING ENDORSEMENTS SHOWING A COMPLETE
CHAIN OF TITLE FROM THE ORIGINATOR OF SUCH LOAN TO SELLER.

         ORIGINAL OR CERTIFIED COPY OF THE EXECUTED MORTGAGE WITH APPROPRIATE
ADDENDUMS OR RIDERS, WITH EVIDENCE OF RECORDING THEREON, PROVIDED, THAT IF THE
ORIGINAL MORTGAGE HAS BEEN DELIVERED FOR RECORDING TO THE APPROPRIATE PUBLIC
RECORDING OFFICE OF THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED
BUT HAS NOT YET BEEN RETURNED TO SELLER BY SUCH RECORDING OFFICE, SELLER MAY
TENDER TO BANC ONE A CERTIFIED TRUE COPY OF SUCH ORIGINAL MORTGAGE SO CERTIFIED
BY AN OFFICER OF SELLER, TOGETHER WITH A CERTIFICATE OF SELLER CERTIFYING THAT
SUCH ORIGINAL MORTGAGE HAS BEEN SO DELIVERED TO SUCH RECORDING OFFICE.

         ORIGINAL ASSIGNMENT OF MORTGAGE, PROPERLY EXECUTED, FROM SELLER SHOWING
ASSIGNMENT TO BANC ONE AND ITS SUCCESSORS AND ASSIGNS, WITH EVIDENCE OF
RECORDING THEREON, PROVIDED, THAT IF THE ORIGINAL ASSIGNMENT OF MORTGAGE HAS
BEEN OR WILL BE DELIVERED FOR RECORDING TO THE APPROPRIATE PUBLIC RECORDING
OFFICE OF THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED BUT HAS
NOT YET BEEN RETURNED TO SELLER BY SUCH RECORDING OFFICE, SELLER MAY DELIVER TO
BANC ONE A CERTIFIED TRUE COPY OF SUCH ORIGINAL ASSIGNMENT OF MORTGAGE SO
CERTIFIED BY AN OFFICER OF SELLER, TOGETHER WITH A CERTIFICATE OF SELLER
CERTIFYING THAT SUCH ORIGINAL ASSIGNMENT OF MORTGAGE HAS BEEN OR WILL BE SO
DELIVERED TO SUCH RECORDING OFFICE.

         ORIGINAL INTERVENING ASSIGNMENTS OF MORTGAGE, WITH EVIDENCE OF
RECORDING THEREON, SHOWING A COMPLETE CHAIN OF TITLE FROM THE ORIGINATOR TO
SELLER, PROVIDED, THAT IF ANY SUCH ORIGINAL INTERVENING ASSIGNMENT OF MORTGAGE
HAS BEEN DELIVERED FOR RECORDING TO THE APPROPRIATE PUBLIC RECORDING OFFICE OF
THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED BUT HAS NOT YET BEEN
RETURNED TO SELLER BY SUCH RECORDING OFFICE, SELLER MAY TENDER TO BANC ONE A
CERTIFIED TRUE COPY OF SUCH ORIGINAL ASSIGNMENT OF MORTGAGE SO CERTIFIED BY AN
OFFICER OF SELLER, TOGETHER WITH A CERTIFICATE OF SELLER CERTIFYING THAT SUCH
ORIGINAL ASSIGNMENT OF MORTGAGE HAS BEEN SO DELIVERED TO SUCH RECORDING OFFICE.

         CERTIFIED COPY OF DURABLE POWER OF ATTORNEY, IF APPLICABLE.

         ORIGINALS OF ALL ASSUMPTION AND MODIFICATION AGREEMENTS, IF ANY.


                                       7