Exhibit 10.2
                               OPERATING AGREEMENT


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  Banc One Corporation 100 East Broad Street, Columbus, Ohio  43271 0251

  Bank One Mortgage Corporation, 111 Monument Circle, Indianapolis, IN  46204

  Type Of Business Entity:  Bank Holding Company

  Date of Agreement:  April 1, 1998                Contact Person:
                                                   Phone No:
                                                   Fax No:
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This  Operating  Agreement  (the  "Operating  Agreement")  is  entered  into and
effective  as of the date shown above by and among Banc One  Corporation  ("Banc
One"),  Banc One Mortgage  Corporation  (the "Affiliate  Mortgage  Company") and
HomeSide Lending, Inc. ("HomeSide Lending")

                                    RECITALS.

1. Banc One and HomeSide Lending have entered into the Asset Purchase Agreement.

2. The Asset  Purchase  Agreement  contemplates,  subject  to the terms  herein,
origination and servicing  arrangements between Banc One and HomeSide Lending on
and after the Effective Date.

3. Banc One and  HomeSide  Lending  desire to set forth the  specific  terms and
conditions of such arrangements.

IN  CONSIDERATION  of the mutual  promises made in this Operating  Agreement and
other good and valuable consideration,  the receipt and sufficiency of which are
acknowledged, Banc One and HomeSide Lending agree as follows:


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                                   ARTICLE 1.
                                  DEFINITIONS.





As used in this Operating Agreement,  the following capitalized terms shall have
the meanings given to them below:

"Acquired  Affiliate" means an Affiliate  acquired by Banc One after the Closing
Date which is engaged in any production or servicing mortgage banking activity.

"Affiliate"  means an entity that,  directly or indirectly,  through one or more
intermediaries,  controls,  is controlled  by, or is under common  control with,
another entity. For purposes of this definition, "control", "controlled by", and
"under common control with" means the direct or indirect  possession of ordinary
voting power to elect a majority of the board of directors or comparable body of
an entity.

"Affiliate  Mortgage  Company"  means  Banc  One  Mortgage  Corporation  or  any
Affiliate  which  succeeds  to  or  otherwise  continues  its  mortgage  banking
activities of the type which are the subject matter of the ancillary agreements.

"Agency"  means the Federal  National  Mortgage  Association,  Federal Home Loan
Mortgage  Corporation and/or Government  National Mortgage  Association,  as the
context may require.

"Ancillary   Agreements"  means  this  Operating   Agreement  and  the  attached
Correspondent  Agreement,   Delegated  Underwriting  Agreement,  the  PMSR  Flow
Agreement and the Servicing Agreement.

"Asset Purchase  Agreement" means the Asset Purchase  Agreement  entered into by
and between  Banc One  Corporation,  Affiliate  Mortgage  Company,  and HomeSide
Lending as of April 1, 1998, as may be amended from time to time.

"Average SRP" shall have the meaning given to it in Section 4.3.1 below.

"Banc One" means:  (a) the  entity  defined as "Banc One" above,  (b) any of its
Affiliate  banks, and (c) its Affiliate  Mortgage  Company, as applicable within
the context used.

"Correspondent  Agreement"  means  the  Correspondent  Loan  Purchase  Agreement
entered into by and between HomeSide Lending, and the Affiliate Mortgage Company
as of the  Effective  Date ,and which  shall  govern the terms  under  which the
Affiliate  Mortgage Company shall originate and fund, and HomeSide shall acquire
the New  Secondary  Market  Mortgage  Loans and related  Servicing  Rights.  The
Correspondent Agreement is attached to this Operating Agreement as Exhibit A.

"Closing  Date" means the date on which Banc One sells and transfers  beneficial
title to HomeSide Lending certain of the servicing assets of Affiliate  Mortgage
Company pursuant to the Asset Purchase Agreement.

"Delegated  Underwriting  Agreement"  means the  Correspondent  Lender Delegated
Underwriting  Agreement  entered  into by and between  HomeSide  Lending and the
Affiliate  Mortgage  Company as of the Effective Date and which shall govern the
terms under which the Affiliate  Mortgage Company shall  underwrite  certain New
Secondary  Market  Mortgage  Loans.  The  Delegated  Underwriting  Agreement  is
attached to this Operating Agreement as Exhibit G.

"Effective Date" means the date on which the Asset Purchase Agreement is signed.

"Excluded Affiliate" means an Acquired Affiliate that (a)

     (i) is a depository institution or an Affiliate thereof that is acquired by
   Banc One after the Closing Date, and

     (ii) engages in, either directly or through its own pre-existing Affiliate,
   the business of originating and/or servicing Mortgage Loans, and

(b) as of the time it becomes an Acquired Affiliate

     (i)  generated  retail  Mortgage  Loan  production  (exclusive of wholesale
   production) of $2 Billion or more in the preceding 12 months, or

     (ii) services a Mortgage Loan portfolio of $15 Billion or more.

"Existing Agreements" has the meaning set forth in Section 3.6 herein.

"Existing  Mortgage  Loans"  means all Mortgage Loans serviced by Banc One on or
before the Closing Date.

"Existing  Portfolio  Mortgage Loans" means Mortgage Loans owned by Banc One and
serviced by Banc One on or before the Closing Date.

"Existing Portfolio Servicing Rights" means the Servicing Rights to the Existing
Portfolio Mortgage Loans.

"Existing Servicing Rights" means the Servicing  Rights to the Existing Mortgage
Loans.

"FHA" means the Federal Housing Administration or any successor to the FHA.

"Home Equity Loan" shall mean a residential mortgage loan, whether closed end or
open end,  secured by a first or junior lien on  residential  real property that
was not used for, or to  refinance a loan used for, the  acquisition  or initial
construction of such real property.

"HomeSide,  Inc." means HomeSide,  Inc., a business corporation  organized under
the laws of the state of Delaware  and with its  principal  place of business at
7301 Baymeadows Way, Jacksonville, FL 32256.

"HomeSide  Lending"  means  HomeSide  Lending,   Inc.,  a  business  corporation
organized under the laws of the state of Florida and with its principal place of
business at 7301 Baymeadows Way, Jacksonville, Florida 32256.

"Marketing  Agreement"  means the Marketing  Agreement to be entered into by and
between  HomeSide,  Inc. and Banc One as of the  Effective  Date and which shall
govern the terms under which HomeSide Lending's  mortgagors may be solicited for
certain products and services.

"Mortgage Loan" means a first lien  mortgage  or deed of trust on a  residential
1 to 4 family  dwelling.
Mortgage Loan shall not include an open-end Home Equity Loan.

"New Mortgage Loan" means a New  Portfolio  Mortgage  Loan  and/or New Secondary
Market Mortgage Loan.

"New Portfolio Mortgage Loan" means each Mortgage Loan which Banc One: (a) shall
originate on or after the Closing Date and retain the  ownership  subject to the
New Servicing  Rights,  or (b) has originated  prior to the Closing Date but not
closed or  funded,  and  intends  to retain  the  ownership  subject  to the New
Servicing Rights.

"New Portfolio Servicing Rights" means the Servicing Rights to the New Portfolio
Mortgage Loans.

"New Secondary Market Conforming  Mortgage Loan" means each New Secondary Market
Mortgage Loan,  other than a New Secondary  Market Unique Mortgage Loan, that is
eligible for sale to an Agency.

"New Secondary  Market Mortgage Loan" means each Mortgage Loan, other than a New
Portfolio  Mortgage  Loan,  which Banc One:  (a) will  originate on or after the
Closing Date, or (b) has originated  prior to the Closing Date but not closed or
funded.

"New  Secondary  Market  Nonconforming  Mortgage  Loan" means each New Secondary
Market  Mortgage Loan,  other than a New Secondary  Market Unique Mortgage Loan,
that  is (a)  not a New  Secondary  Market  Conforming  Mortgage  Loan,  and (b)
satisfies  HomeSide's  underwriting and product requirements in effect from time
to time.

"New Secondary  Market  Servicing  Rights" means the Servicing Rights to the New
Secondary Market Mortgage Loans.

"New  Secondary  Market Unique  Mortgage  Loan" means each New Secondary  Market
Mortgage Loan that (a) is a unique product developed by HomeSide Lending, (b) is
provided to Banc One, and (c)  satisfies  HomeSide  Lending's  underwriting  and
product requirements.

"New Servicing Rights"  means the Servicing Rights to the New Mortgage Loans.

"Operating  Agreement"  has the meaning  set forth in the  recitals  above.  The
Exhibits to this Operating  Agreement shall not be considered to be part of this
Operating Agreement.

"Pipeline  Mortgage  Loan"  means a  Mortgage  Loan that has not  closed or been
purchased from a  correspondent  or broker  originator and with respect to which
Banc One has (a) issued a commitment or otherwise agreed with applicant to fund,
(b) determined to fund, (c) committed to a specific interest rate, or (d) issued
a commitment or otherwise agreed with a correspondent originator to purchase.

"PMSR  Flow  Agreement"  means the  agreement  to be  entered  into by and among
HomeSide  Lending and Banc One as of the  Effective  Date and which shall govern
the terms under which Banc One will sell the New Portfolio  Servicing  Rights to
HomeSide.  The PMSR Flow  Agreement is attached to this  Operating  Agreement as
Exhibit B.

"Portfolio Mortgage Loans" means the Existing Portfolio  Mortgage  Loans and the
New Portfolio Mortgage Loans.

"Previously  Committed  Loan"  means a  Mortgage  Loan that is the  subject of a
commitment  entered into by Banc One prior to the Closing Date pursuant to which
such loan shall be sold to a third party.


"REO" means any residential  real property owned by Banc One whether for its own
account or on behalf of any Agency,  FHA, VA or other  investor as a result of a
foreclosure.

"Servicing  Agreement"  means the  agreement  to be entered  into by and between
HomeSide  Lending and Banc One as of the  Effective  Date and which shall govern
the terms under which HomeSide will service the Portfolio  Mortgage  Loans.  The
Servicing Agreement is attached to this Operating Agreement as Exhibit C.

"Servicing  Rights" means the rights and obligations to service a Mortgage Loan,
including,  but not  limited  to, one or more of the  following  functions  or a
portion thereof:  (a) administering and collecting payments for the reduction of
principal  and/or the application of interest on a Mortgage Loan, (b) collecting
tax and  insurance  payments,  (c) remitting  appropriate  portions of collected
payments,  (d) administering escrow account funds, (e) pursuing foreclosures and
alternate   remedies  against  the  property   securing  a  Mortgage  Loan,  (f)
administering   and  liquidating  REO   properties,   (g)  receiving   servicing
compensation  and any ancillary  fees and income arising from or relating to the
servicing  of a Mortgage  Loan,  and (h)  receiving  the  rights and  privileges
relating to the above including, but not limited to, the related escrow accounts
and the right to enter  into  arrangements  with  third  parties  that  generate
ancillary fees and benefits relating to the serviced Existing Mortgage Loans and
New Mortgage Loans.

"Subprime  Mortgage Loan" means a Mortgage Loan that, as of the date it is made,
is not then eligible or, based upon the standards of eligibility in effect as of
the Effective  Date,  would not have been eligible as of the Effective  Date for
sale to, , securitization  with or insurance or guaranty by an Agency, FHA or VA
by virtue of,  among other  reasons,  the failure of the borrower to satisfy the
applicable underwriting criteria.

"VA" means the Department of Veterans Affairs, or any successor to the VA.

"Warehouse Mortgage Loan" means a Mortgage Loan that is owned by Banc One.




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                                                 ARTICLE 2.
                                      EXISTING SERVICING ARRANGEMENTS.




2.1 TERMINATION OF EXISTING SERVICING AGREEMENTS BETWEEN BANC ONE AFFILIATES.

Banc One Corporation  shall cause any servicing  agreements  between any of Banc
One's Affiliates  relating to the Existing Mortgage Loans to terminate as of the
Closing Date.

2.2. TRANSFER OF EXISTING SERVICING RIGHTS TO HOMESIDE LENDING.

Banc One acknowledges  that, as of the Closing Date,  HomeSide Lending shall own
all right, title and interest in the Existing  Servicing Rights,  subject to the
terms of (a) the  Servicing  Agreement  with respect to the  Existing  Portfolio
Mortgage  Loans,  and (b) the  applicable  investor  servicing  agreements  with
respect to the remaining Existing Mortgage Loans.


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                                                 ARTICLE 3.
                              ORIGINATION AND SERVICING OF NEW MORTGAGE LOANS.

                                               

3.1. NEW SECONDARY MARKET MORTGAGE LOANS SHALL BE SOLD TO HOMESIDE.

During the term hereof and  subject to  Sections  3.6,  4.8 and 4.9 below,  Banc
One shall sell to HomeSide Lending all right, title and interest in:

(a) all  New  Secondary  Market  Conforming Mortgage Loans and related Servicing
Rights;

(b) all New Secondary Market Unique Mortgage Loans and related Servicing Rights;
and

(c) no less  than  50% of the  principal  balance  of all New  Secondary  Market
Nonconforming Mortgage Loans and related Servicing Rights.

3.2. AGREEMENTS GOVERNING SALE OF NEW SECONDARY MARKET MORTGAGE LOANS.

Each New Secondary  Market Mortgage Loan and related  Servicing  Rights shall be
sold to  HomeSide  Lending  under the  terms of this  Operating  Agreement,  the
Correspondent Agreement, and the Delegated Underwriting Agreement.

3.3. NEW PORTFOLIO SERVICING RIGHTS SHALL BE SOLD TO HOMESIDE.

Banc One shall sell and grant to HomeSide Lending all right,  title and interest
in all New  Portfolio  Servicing  Rights  in  accordance  with the terms of this
Operating Agreement and the PMSR Flow Agreement.

3.4. SERVICING OF NEW PORTFOLIO MORTGAGE LOANS.

Each New Portfolio Mortgage Loan shall be serviced by HomeSide Lending under the
terms of this Operating Agreement and the Servicing Agreement.

3.5. NO WHOLESALE PRODUCTION.

During the term of this  Operating  Agreement,  Banc One shall not  originate or
purchase any New Mortgage Loan through or from a mortgage broker,  correspondent
lender or other lender,  without HomeSide  Lending's prior written  consent.  If
HomeSide Lending grants such consent, Banc One shall offer to sell each such New
Mortgage Loan and related Servicing Rights to HomeSide Lending.

3.6.      THIRD PARTY DELIVERY OBLIGATIONS.

Subsequent  to the Effective  Date,  Banc One shall not enter into any agreement
with a third party which  obligates  Banc One to deliver any New  Mortgage  Loan
and/or the related Servicing Rights during the term of this Operating  Agreement
if such delivery would be contrary to its obligations under this Article 3. Banc
One represents and warrants that the attached Exhibit H contains a complete list
of existing agreements with third parties which obligate Banc One to deliver any
New Mortgage  Loan and/or the related  Servicing  Rights during the term of this
Operating  Agreement  (the  "Existing  Agreements").  At no cost or liability to
HomeSide  Lending,  Banc One shall  resolve its delivery  obligations  under the
Existing  Agreements in a fashion  which is  acceptable to HomeSide  Lending and
which does not materially diminish Banc One's delivery  obligations  pursuant to
this  Article  3;  provided  further,  that Banc One shall  not  either  deliver
Mortgage  Loans under the Existing  Agreements  in excess of the minimum  amount
expressly required to be delivered or amend such Existing Agreements without the
prior written consent of HomeSide Lending.

3.7.       EXCLUDED LOANS.

Notwithstanding  any  provision  to the  contrary  contained  in this  Operating
Agreement,  it is the  intent of this  Agreement  that on and after the  Closing
Date,  Banc One shall  not be  obligated  to sell to  HomeSide  Lending  any (a)
Subprime  Mortgage Loan or related  Servicing  Rights,  (b) Home Equity Loans or
related  Servicing  Rights,  (c)  open-end  real estate  secured loan or related
servicing  rights  or (d)  home  improvement  or  construction  loan or  related
servicing rights; provided,  however, that Banc One represents and warrants that
as of the  Effective  Date,  substantially  all of the New  Mortgage  Loans  are
originated by the Affiliate Mortgage Company.



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                                   ARTICLE 4.
             PRODUCTS, PRICING, CUSTOMER SERVICE AND RELATED ISSUES.



4.1. PRODUCTS.

HomeSide Lending covenants as follows:

(a) Subject to investor  availability,  HomeSide Lending shall continue to offer
all secondary market and portfolio  Mortgage Loan products  currently offered by
HomeSide Lending immediately prior to the Closing Date.

(b) HomeSide  Lending may, in its reasonable  discretion,  add new Mortgage Loan
products  that Banc One can  demonstrate  are  being  offered  by a  significant
competitor,  including major national  competitors.  Such new product  offerings
shall be  subject  to (i)  investor  availability,  (ii)  HomeSide's  reasonable
profitability   concerns,  and  (iii)  the  resources  reasonably  available  to
HomeSide.

(c) HomeSide  Lending shall work with the Affiliate  Mortgage  Company to create
Mortgage  Loan  products:  (i)  that  may be new to  Banc  One's  Mortgage  Loan
production market and Banc One believes offers  significant  opportunity to Banc
One or  HomeSide  Lending,  or (ii) for  which  Banc One  believes  there may be
significant  demand. Such new product offerings shall be subject to (x) investor
availability,  (y) HomeSide's  reasonable  profitability  concerns,  and (z) the
resources reasonably available to HomeSide.

(d)  HomeSide  Lending  shall  formalize  a product  development  committee  and
process.   The  Affiliate   Mortgage   Company's   production   and   operations
representatives  shall participate in the activities of such product development
committee and process.

(e) HomeSide Lending shall not discontinue Mortgage Loan products without giving
reasonable  advance  notice  to the  Affiliate  Mortgage  Company.  The  product
development  committee shall determine the Mortgage Loan products to be offered,
subject to investor availability.

(f) Subject to Section  3.1(c) above,  if (i) HomeSide  Lending does not offer a
Mortgage Loan product (including a New Secondary Market  Nonconforming  Mortgage
Loan) that Banc One  desires to sell within a  reasonable  time after Banc One's
request,  Banc One may sell such  Mortgage  Loan product to another  lender on a
servicing-released  basis; or (ii) HomeSide Lending requires a minimum amount of
production  in order to offer a new  Mortgage  Loan  product and Banc One cannot
satisfy such minimum  production  amount,  Banc One may sell such  Mortgage Loan
product to another lender on a servicing-released basis.

4.2. MORTGAGE LOAN PRICING

(a) Banc One will receive the higher of either:  (i) the most favorable HomeSide
Lending pricing offered to correspondents, or (ii) HomeSide Lending's pricing as
determined by the screen  price/dealer  price each morning on a business day for
HomeSide Lending,  based on the delivery month for the appropriate Mortgage Loan
interest rate lock term. For example, a Mortgage Loan which has an interest rate
locked  on  March  1st for 70 days  closed  and  back  will be  priced  for June
delivery. If such Mortgage Loan is delivered to HomeSide Lending on the 70th day
of the  lock-in  period,  the  applicable  date  would  be May  10th .  HomeSide
Lending's  cutoff  date  for May  pools  is  approximately  May  1st,  therefore
requiring such Mortgage Loan to be delivered in a June pool. The cutoff date for
June pools is  approximately  June 1st. On average,  HomeSide  Lending's  70-day
locks are rolled on the 20th day of each month.

(b)  HomeSide  Lending  shall  delegate to the  Affiliate  Mortgage  Company the
renegotiation  and  application  of the  repricing  grids in an  effort to avoid
departmental  duplication  and maintain  the highest  customer  service  levels.
HomeSide  Lending  may  change  such  repricing  grids  from  time to time  upon
reasonable prior notice to the Affiliate Mortgage Company.

(c) HomeSide Lending shall not apply its daily volume cap policy to Banc One.

(d) HomeSide  Lending  shall  administer  its  intra-day,  daily,  and emergency
pricing in the manner set forth in HomeSide  Lending's  secondary  marketing buy
price  policy,  as may be  amended  from  time to  time.  A copy of the  current
secondary  marketing  buy price  policy is set forth in Exhibit D, as amended by
the Addendum to such policy, which Addendum is also included within Exhibit D.

4.3. SERVICING RELEASED PREMIUMS.

4.3.1. Banc  One  Receives  Most  Favorable  Correspondent  Servicing  Released
Premiums.

(a) Subject to subparagraph  (c) below,  HomeSide  Lending shall pay to Banc One
HomeSide  Lending's  most  favorable  correspondent  lender  servicing  released
premiums.

(b) Every two months,  HomeSide  Lending  shall  calculate an average  servicing
released premium for each New Secondary Market Conforming Mortgage Loan within a
wholesale peer group (the "Average SRP") in the following manner:

    (i) The  wholesale  peer group shall include  HomeSide  Lending and nine (9)
        additional   wholesalers  with  the  highest  wholesale   Mortgage  Loan
        production, as measured semi-annually by SMR Research. If the SMR report
        is no longer available, HomeSide Lending shall use a comparable report.

    (ii)The Average SRP for each New Secondary Market  Conforming  Mortgage Loan
        shall  exclude the peer group's  highest and lowest  servicing  released
        premium.

    (iii)Servicing  released  premiums  shall be measured on a comparable  basis
        taking into  consideration  such factors as Mortgage Loan product types,
        Mortgage Loan amounts,  fees, volume incentives and other data necessary
        and appropriate to accurately compare competitor pricing

(c) The  servicing  released  premiums  paid to Banc One for each New  Secondary
Market  Conforming  Mortgage  Loan shall be no more than 5 (five)  basis  points
below the most  recent  Average  SRP for the  comparable  New  Secondary  Market
Conforming  Mortgage  Loan  previously   calculated  by  HomeSide  Lending.  The
servicing  released  premiums  paid to Banc One for each  New  Secondary  Market
Nonconforming  Mortgage  Loan shall be no more than 10 (ten) basis  points below
the  most  recent  Average  SRP  for  the   comparable   New  Secondary   Market
Nonconforming Mortgage Loan previously calculated by HomeSide Lending.

4.4. CUSTOMER SERVICE LEVELS.

(a)  HomeSide  Lending  shall  maintain a  dedicated  customer  service  liaison
department within its correspondent  lending division to respond specifically to
Banc One issues and concerns.

(b) HomeSide Lending shall establish an advisory/monitoring committee, including
Banc One  representatives,  which  shall meet as needed to  address  operational
issues, customer service issues for both servicing and secondary marketing,  and
other internal and external customer concerns.

4.5. BANC ONE FUNCTIONS.

After the Closing Date, Banc One shall:

(a) Originate the New Mortgage Loans.

(b) Process the New Mortgage Loans.

(c) Perform all underwriting  functions for which HomeSide Lending has delegated
authority  from  HomeSide   Lending's   investors,   subject  to  the  Delegated
Underwriting Agreement.

(d) Close and fund all New Mortgage Loans.

(e)  Perform  such  post  closing  functions  in the  manner  set  forth  in the
Correspondent Agreement.

(f) Obtain all FHA  insurance  for all FHA New Mortgage  Loans and VA guarantees
for all VA New Mortgage Loans.

(g) Perform all  completion  control  functions  including,  but not limited to,
following-up  with  missing/incorrect  Mortgage  Loan  documents  and  with  New
Mortgage Loans containing other problems.

(h) Perform all compliance review functions for all New Mortgage Loans.

(i) Perform quality control  functions for all New Portfolio  Mortgage Loans and
New Mortgage Loans insured by the FHA or guaranteed by the VA.

(j) Perform up-front quality control for all New Secondary Market Mortgage Loans
in the manner required by the applicable secondary market investor.

(k) Distribute  interest rate information  relating to the New Mortgage Loans to
Banc One's Mortgage Loan origination channels.

(l) Perform lock-in reconciliations for all New Mortgage Loans.

(m) Cause  Banc  One's  secondary  marketing  liaison  group to  interface  with
production and HomeSide Lending.

(n) Perform funding reconciliations for all New Mortgage Loans.

(o) Perform New Mortgage  Loan  document  follow-up  functions in the manner set
forth in HomeSide Lending's preferred seller manual.

4.6. HOMESIDE LENDING FUNCTIONS.

After the Closing Date,  HomeSide  Lending  shall,  in  connection  with the New
Secondary Market Mortgage Loans being delivered to HomeSide Lending by Banc One:

(a) Perform secondary  marketing functions for the New Secondary Market Mortgage
Loans.

(b) Perform  pipeline  management  and hedging  functions  for the New Secondary
Market Mortgage Loans.

(c) Perform shipping functions for all New Secondary Market Mortgage Loans.

(d) Perform post closing quality control  functions for the New Secondary Market
Mortgage  Loans,  with the  exception  of  services  provided  by Banc One under
Section 4.5 above, in the manner described in the Correspondent Agreement.

(e) Perform post closing quality control  functions for the New Secondary Market
Mortgage  Loans  in the  manner  required  by the  applicable  secondary  market
investor.

(f) Perform  record  retention  and  retrieval  functions  for the New Secondary
Market Mortgage Loans.

(g) Perform  legal review and payment  functions  for the New  Secondary  Market
Mortgage  Loans under the terms of the  Correspondent  Agreement  and  Delegated
Underwriting Agreement.

4.7. FEES.

Banc One  shall pay to  HomeSide  Lending  the fees set  forth in the  Servicing
Agreement, Correspondent Agreement, and the Exhibits thereto.

4.8. WAREHOUSE MANAGEMENT.

As of the  Effective  Date the following  shall apply to the Warehouse  Mortgage
Loans closed prior to the Closing Date but not delivered to an investor:

4.8.1.  Mortgage Loans Locked With Other Entities.  The following shall apply to
such Warehouse Mortgage Loans that are Previously Committed Loans:

(a) HomeSide Lending shall not purchase any Previously Committed Loan to be sold
by Banc One on a  servicing-released  basis and shall not  purchase  the related
Servicing Rights.

(b) HomeSide Lending:

    (i) shall not purchase the Previously Committed Loans to be sold by Banc One
    on a servicing retained basis, and (ii) shall purchase the related Servicing
    Rights.

    Banc One shall cause:

    (x)  HomeSide  Lending  to  be designated as the servicer of such Previously
    Committed Loans; and

    (y) such Servicing Rights to be assigned and delivered to HomeSide Lending.

4.8.2. Mortgage Loans to Be Included in Agency Securities.  Subject  to  Section
3.6 above, HomeSide Lending:

    (i) shall  purchase the Servicing  Rights  relating to conforming  Warehouse
    Mortgage  Loans that will be exchanged  for mortgage  backed  securities  or
    participation  certificates  that  have been  committed  for sale to a third
    party; and

    (ii) shall not purchase the Warehouse Mortgage Loan assets.

Banc One shall cause:

    (x)  HomeSide to be designated as the concurrent servicer of such  Warehouse
    Mortgage Loans; and

    (y) such Servicing  Rights to be assigned and delivered to HomeSide  Lending
    under the terms of the Correspondent Agreement.

Banc One shall be solely  responsible  for  issuing  and  settling  the  related
mortgage backed  securities.  Any proceeds resulting from the settlement of such
mortgage backed securities shall be the sole property of Banc One.

4.8.3.  Mortgage  Loans Locked With  HomeSide  Lending.  Banc One shall,  in the
ordinary  course of Banc One's  business,  deliver to  HomeSide  Lending all New
Secondary  Market  Mortgage  Loans locked in with HomeSide  Lending prior to the
Closing Date under the terms of the Correspondent Agreement.

4.8.4. Eligible Secondary Market Mortgage Loans Not Locked With Any Entity. Banc
One shall obtain a commitment  from HomeSide  Lending for New  Secondary  Market
Mortgage  Loans that (i) do not have a rate lock  commitment  from any entity or
have  not  been  committed  for  sale  to any  entity  pursuant  to an  Existing
Agreement,  (ii) do not have related mortgage backed securities or participation
certificates  that  have been  committed  for sale to a third  party,  and (iii)
satisfy  HomeSide   Lending's   current  Mortgage  Loan  product  offerings  and
guidelines.  Banc One shall sell and deliver each such Secondary Market Mortgage
Loan to HomeSide Lending under the terms of the Correspondent Agreement.

4.8.5.  Mortgage Loans  Ineligible For Secondary  Market Sale.  HomeSide Lending
shall not purchase from Banc One any Warehouse Mortgage Loan that:

(a) as of the Closing Date, is not eligible for sale to the secondary market for
any  reason,   including,  but  not  limited  to,  documentation   deficiencies,
underwriting deficiencies, poor credit quality, delinquency status and fraud; or

(b) is closed one  hundred  and twenty  (120) or more days prior to the  Closing
Date.

Banc One may keep each such Warehouse Mortgage Loan as a retained asset, or sell
at its discretion.

4.8.6.  Register  Loans  With  HomeSide  On  Effective  Date.  On and  after the
Effective Date, Banc One shall register and/or lock in Warehouse  Mortgage Loans
with HomeSide Lending.

4.9. PIPELINE MANAGEMENT.

As of the  Effective  Date,  the  following  shall apply to Banc One's  Pipeline
Mortgage Loans that have not closed prior to the Closing Date:

4.9.1. New Portfolio  Servicing Rights.  Banc One shall sell and deliver the New
Portfolio  Servicing Rights to HomeSide Lending under the terms of the PMSR Flow
Agreement.

4.9.2.  New Secondary Market Mortgage Loans. New Secondary Market Mortgage Loans
rate locked with HomeSide  Lending shall be delivered to HomeSide  Lending under
the terms of the Correspondent Agreement.

4.9.3.  Mortgage Loans Locked In With Another Entity.  The following shall apply
to Pipeline  Mortgage  Loans that are  Previously  Committed  Loans prior to the
Closing Date:

(a) HomeSide Lending shall not purchase any Previously Committed Loan to be sold
by Banc One on a servicing-released basis.

(b)  HomeSide  Lending  shall  purchase  the  Servicing  Rights  relating to the
Previously Committed Loans to be sold by Banc One on a servicing retained basis,
but shall not purchase such Previously  Committed  Loans.  Banc One shall cause:
(x)  HomeSide  Lending  to be  designated  as the  servicer  of such  Previously
Committed  Loans,  and (y) such Servicing Rights to be assigned and delivered to
HomeSide Lending under the terms of the Correspondent Agreement.

4.9.4.  Mortgage Loans That Are Not Rate Locked.  HomeSide  Lending shall not be
obligated to purchase any New  Secondary  Market  Mortgage Loan that is not rate
locked  with any entity  prior to the Closing  Date  unless  such New  Secondary
Market  Mortgage  Loan  (i) is rate  locked  with  HomeSide  Lending,  and  (ii)
satisfies  HomeSide  Lending's  current  Mortgage  Loan  product  offerings  and
guidelines.

4.9.5. Lock In Loans with HomeSide on Effective Date. On and after the Effective
Date, Banc One shall lock in Pipeline Mortgage Loans with HomeSide Lending.

4.10. REPURCHASE AND INDEMNIFICATION OBLIGATIONS.

4.10.1.  Liability Under the Asset Purchase Agreement.  Banc One shall be liable
for indemnification and repurchase obligations relating to the Existing Mortgage
Loans under the terms of the Asset Purchase Agreement.

4.10.2.  Liability Under the Correspondent  Agreement.  Banc One shall be liable
for  indemnification  and repurchase  obligations  relating to the New Secondary
Market  Mortgage  Loans it sells to  HomeSide  Lending  under  the  terms of the
Correspondent Agreement and Delegated Underwriting Agreement.

4.11. REPORTING.

HomeSide Lending shall furnish Banc One each month with the following management
reports,  together with other  reports usual and customary for HomeSide  Lending
correspondents.

(a) Pipeline Report. All registered New Secondary Market Mortgage Loans, whether
floating  rate or  locked-in  rate,  together  with  all  required  information,
including, but not limited to, the rate lock expiration dates and prices.

(b) Problem Loan Report:  All New Secondary  Market  Mortgage  Loans received by
HomeSide  Lending with exceptions  that are tracked by HomeSide  Lending's legal
review system.

(c) Document Tracking Report. Information determining whether follow-up mortgage
documents have been received by HomeSide Lending, including, but not limited to,
recorded security instruments and title policies.

(d) Quality  Control  Report.  Monthly/  Quarterly  quality control reports on a
sample of New Secondary Market Mortgage Loans for production by bank/branch with
an overall summary indicating  trends,  fraud and certain other matters mutually
agreed upon by the parties.

(e) New Loan Tracking  Report.  A report  identifying  at what stage in HomeSide
Lending's  process a New Secondary  Market Mortgage Loan may be identified (e.g.
identifying  whether a New Secondary  Market  Mortgage Loan has been reviewed or
set-up on HomeSide Lending's servicing system).

4.12. TECHNOLOGY.

4.12.1 Banc One  Computer  Feeds.  HomeSide  Lending and Banc One will use their
best  efforts to develop  computer  feeds  (both ways) as quickly as possible to
prevent  degradation  of service  relating to Banc One's  pricing  and  HomeSide
Lending's funding time.

4.12.2 Automated Interfaces. HomeSide Lending shall provide automated interfaces
and  reporting  with Banc One and overall  support  consistent  with the service
levels currently  provided  including,  but not limited to, the following items:
(i) General  Ledger feed and balancing  reports (ii) monthly  report of interest
accruals (iii) monthly report of non-accrual  loans (iv) monthly  accrual of net
deferred fees (v) call report  schedule RC-C, RC-N and RI and (vi) monthly basic
loan data file. The parties shall mutually agree upon reasonable fees to be paid
by Banc One to HomeSide  Lending  for  developing  the  capacity  for  automated
interface,  based upon the actual hours worked by HomeSide Lending.  If any such
interface is not functional as of the Effective Date,  HomeSide  Lending and the
Affiliate  Mortgage  Company  shall in good faith  cooperate  with each other to
provide the reports and support described above on manual basis.

4.12.3 Banc One Retains Indianapolis  Applications Support Group. Banc One shall
retain the Indianapolis  applications support group and supported  applications,
including but not limited to, LoanXchange.

4.12.4 Leverage Existing Technologies.  Banc One and HomeSide Lending shall work
together to leverage  existing  technology  relating to Mortgage Loan production
functions.

4.13. OPERATIONS.

4.13.1. Additional Operating Plan. At a time mutually acceptable to the parties,
HomeSide  Lending shall provide Banc One with an operating  plan  reflecting the
terms described in Exhibit E to this Operating Agreement.

4.13.2.  Correspondent Operations Manual. HomeSide Lending has provided Banc One
with a copy of HomeSide Lending's  Correspondent  Operations Manual, attached as
Exhibit F, which shall govern the operational  issues between  HomeSide  Lending
and Banc One contained in the Correspondent Operations Manual.

4.14. SALE OF SERVICING RIGHTS.

HomeSide Lending may not sell Servicing  Rights to the Portfolio  Mortgage Loans
except in compliance with the provisions of this Section 4.14.


(a)  HomeSide  Lending  shall  not sell the  Servicing  Rights  relating  to the
Portfolio  Mortgage Loans to any other party unless HomeSide  Lending shall have
first offered to sell such Servicing Rights to Banc One at fair market value and
in connection  with such offer shall have offered to subservice on  commercially
reasonable terms.

(b) No lender which takes a security  interest in the assets of HomeSide Lending
and no  transferees  of such a lender shall be bound by the  provisions  of this
Section 4.14.

4.15. NATURE OF RELATIONSHIP.

Both  parties   recognize  the  importance  of  maintaining   their  competitive
advantages  in their  businesses  and  understand  that the  success  of each is
inextricably bound in the other. Beyond the responsibilities explicitly outlined
in this Operating  Agreement,  both parties agree to work together to attempt to
create  synergies  and  develop  innovations  that  can  result  in  sustainable
competitive  advantages for both. HomeSide Lending shall cooperate in good faith
with Banc One to respond  promptly to any  reasonable  request  made by Banc One
with respect to the enhancement of the services, products and systems offered by
HomeSide Lending consistent with HomeSide Lending's access to capital.


<PAGE>



                                   ARTICLE 5.
                                 MISCELLANEOUS.



                              
5.1. AFFILIATES EXECUTE AGREEMENTS.

5.1.1     Affiliates in General.

With the  exception  of an Acquired  Affiliate,  Banc One shall cause any of its
current or future  Affiliates to execute  agreements  identical to the Ancillary
Agreements,  in the event  such  Affiliate  desires  to  engage in any  mortgage
banking  activity  of a type  which  is the  subject  matter  of such  Ancillary
Agreements.

5.1.2.    Acquired Affiliates.

On and after the  Effective  Date and subject to Section  5.1.4 below,  Banc One
shall  cause any  Acquired  Affiliate  to execute  agreements  identical  to the
Ancillary Agreements on the following conditions:

(a) With regard to Servicing Rights owned by any such Acquired  Affiliate,  Banc
One  shall  within  120 days of  acquisition  provide  to  HomeSide  Lending  an
independent   valuation  of  the  Servicing  Rights  at  Banc  One's  cost.  The
independent  valuation  shall be performed by an independent  appraiser  jointly
selected by Banc One and HomeSide Lending.  HomeSide Lending shall then have 120
days  thereafter to consider the valuation,  including  access to customary data
necessary  to confirm  the  valuation.  If  HomeSide  Lending  does not agree in
writing to purchase the Servicing  Rights at Banc One's  valuation  price by the
end of the aforesaid 120 days  pursuant to a purchase  agreement  which shall be
reasonably  acceptable  to Banc One and  HomeSide  Lending,  Banc  One  shall be
entitled to sell such Servicing  Rights to any party in its sole discretion at a
price not less than that set forth in the independent evaluation unless pursuant
to a good faith,  bona fide  closed bid  competitive  auction in which  HomeSide
Lending may participate.

(b) If the Acquired Affiliate is in the business of originating  Mortgage Loans,
and HomeSide Lending elects to have such Acquired  Affiliate  execute  Ancillary
Agreements for the purchase of Mortgage Loans and/or  Servicing Rights from such
production,  Banc One shall be entitled to a  reasonable  period of time (not to
exceed 120 days) to coordinate the transition of any origination activities into
deliveries under the Operating Agreement.  HomeSide Lending agrees to reasonably
cooperate with Banc One in this transition.

(c) Banc One shall not be required to cause any  Acquired  Affiliate  to execute
any Ancillary  Agreement if such execution would  constitute a material  default
under any  agreement  that was entered into in good faith prior to the time that
Banc One  entered  into  discussions  for a  transaction  pursuant to which such
Acquired Affiliate became an Acquired Affiliate or that was entered into without
the intent or purpose,  in whole or in part,  of avoiding an obligation to enter
into any Ancillary Agreement.

5.1.3     Acquired Mortgage Banking Assets.

In the event Banc One acquires  Servicing  Rights in bulk pertaining to Mortgage
Loans (which are not excluded loans  discussed in Section 3.7) after the Closing
Date,  not in  the  context  of an  Acquired  Affiliate  or  Excluded  Affiliate
acquisition,  Banc One  shall  offer to sell to  HomeSide  Lending  the  related
Servicing Rights in a fashion similar to that outlined in Section 5.1.2(a).

5.1.4. Excluded Affiliates.  Banc One covenants that, so long as it does not

(a) merge,  consolidate  or otherwise  combine any Excluded  Affiliate  with the
Affiliate Mortgage Company; or

(b) divert any  Mortgage  Loan  production  or  origination  from the  Affiliate
Mortgage Company to any Excluded Affiliate;

then an Excluded  Affiliate  will not be required to sell any Mortgage  Loans or
related  Servicing  Rights to  HomeSide  Lending,  execute any  agreement  under
Section  5.1.2  above,  or be bound by any  other  terms or  conditions  of this
Agreement.

Provided  further,  that in the  event  Banc  One  does  merge,  consolidate  or
otherwise  combine any Excluded  Affiliate with the Affiliate  Mortgage Company,
Banc One covenants  that it shall  thereafter for the balance of the term hereof
cause to be delivered to HomeSide  Lending New Mortgage  Loans and New Servicing
Rights in a percentage  amount not less than the pro rata  percentage  set forth
below:

Where:

X = the dollar volume of retail  originations of the Affiliate  Mortgage Company
for the preceding 12 months prior to the merger, consolidation or combination;

Y = the dollar volume of retail  originations of the Excluded  Affiliate for the
preceding 12 months prior to such merger, consolidation or combination;

Then:

The minimum  annual  delivery  for the balance of the term hereof shall be equal
to:

[X / (X+Y) ] x Annual combined dollar volume of annual retail  originations  for
the Affiliate Mortgage Company and the Excluded Affiliate together.

Furthermore,  in the event Banc One does merge, consolidate or otherwise combine
any Excluded Affiliate with the Affiliate Mortgage Company, Banc One Shall cause
the Excluded Affiliate to execute any agreements required under Section 5.1.2.

5.2. CONTROLLING AGREEMENTS.

To the extent that the terms of the  Marketing  Agreement or the Asset  Purchase
Agreement,  on the one hand, are  inconsistent  with the terms of this Operating
Agreement on the other hand,  the terms of the Marketing  Agreement or the Asset
Purchase Agreement, as the case may be, shall control.

To the extent that the terms of this Operating  Agreement are inconsistent  with
the  terms of the  other  Ancillary  Agreements,  the  terms  of this  Operating
Agreement shall control.

5.3. SUCCESSORS.

This Operating  Agreement  shall inure to the benefit of and be binding upon the
parties to this Operating Agreement.

5.4. ASSIGNMENT AND DELEGATION.

 No party may assign this  Operating  Agreement or delegate any of its functions
 hereunder  to any other  party  without the prior  written  consent of HomeSide
 Lending or the applicable  Banc One Affiliate;  provided (i) such consent shall
 not be unreasonably  withheld,  (ii) there shall be no material  defaults under
 the  Ancillary  Agreements,  (iii) all Ancillary  Agreements  shall be assigned
 together,  as necessary  and/or  appropriate and (iv) the assignor shall remain
 liable for the  performance  of the assignee.  Notwithstanding  the  foregoing,
 either party may assign and/or delegate, in whole or in part, any of its rights
 under this  Operating  Agreement  to any of its  Affiliates  without  the prior
 written consent of HomeSide Lending or Banc One.

5.5. FORCE MAJEURE.

 Each party shall be excused for delays or errors  hereunder  to the extent that
such delays or errors are  directly or  indirectly  caused by or results from an
occurrence commonly known as force majeure,  including without  limitation,  any
act of God, governmental action,  natural disaster,  armed hostilities,  floods,
power or  technological  failure or failure of essential  equipment,  strikes or
labor disturbances or any other  circumstances  beyond the reasonable control of
such party; provided,  however, that each party represents and warrants that its
business  resumption  plan in the event of a force majeure is in compliance with
Agency  guidelines and provided  further that any party's failure to comply with
any Year 2000  compliance  issue shall not be deemed to be an act of God. In the
event that a party's  performance  hereunder  is  affected  by an event of force
majeure  such party shall  promptly  notify the other party of the same,  giving
reasonable full particulars  thereof,  and insofar as known, the probable extent
to which it will be unable to  perform,  or will be delayed in  performing,  its
obligations  hereunder  and shall use its best  efforts  to  remove  such  force
majeure as quickly as possible.


5.6. TERM.

The term of this Operating  Agreement shall be five (5) years from the Effective
Date.

This  Operating  Agreement  may be extended  for two (2) years if the  extension
negotiations  are  completed  at least  six (6)  months  prior  to the  original
expiration date. After any such two (2) year extension, this Operating Agreement
is cancelable upon one hundred eighty (180) days' prior written notice which may
be  given  as early  as one  hundred  eighty  (180)  days  before  the  extended
expiration date.

The  expiration  of this  Operating  Agreement  shall not  cause  the  Servicing
Agreement or HomeSide  Lending's right to service the Existing Mortgage Loans or
the New  Mortgage  Loans  serviced  (at the date of such  expiration)  under the
Servicing Agreement to terminate or otherwise expire.

5.7. TERMINATION.

This Operating Agreement may be terminated for any one of the following reasons:

5.7.1.  HomeSide  Lending's  Financial  Impairment.  Banc One may terminate this
Operating Agreement  immediately if HomeSide Lending becomes bankrupt or has its
status as an approved seller/servicer/mortgagee rescinded by an Agency.

5.7.2.  HomeSide  Lending's  Failure to  Perform.  Banc One may  terminate  this
Operating Agreement immediately if:

(a) HomeSide Lending fails to satisfy specific written standards  established by
the  advisory/monitoring  committee  established under Section 4.4(b), as agreed
upon by the executive  management of Banc One and HomeSide Lending, and HomeSide
Lending  fails to cure such failure  within one hundred  twenty (120) days after
receiving formal written notice of such failure; or

(b) HomeSide  Lending  sells more than 35% (by number of Mortgage  Loans) of the
Existing  Servicing  Rights.  The following sales of Existing  Servicing  Rights
shall not be counted when calculating the sale percentage: (i) sales of Existing
Servicing Rights which HomeSide Lending considers to be substandard or costly to
service;  (ii) sales of Existing  Servicing Rights which are required to be sold
by a state  or local  housing  authority  which  sales  are not due to  HomeSide
Lending's  failure to properly  service;  and (iii) sales of Existing  Servicing
Rights if Banc One's marketing  rights  pursuant to the Marketing  Agreement are
expressly preserved.


5.7.3.  Banc One's  Failure to Perform.  HomeSide  Lending may, but shall not be
required to, terminate this Operating Agreement immediately if Banc One fails to
deliver at least one billion dollars ($1,000,000,000) of Servicing Rights during
each full calendar year of the Operating Agreement and interest rates on average
are less than twelve percent (12%) during such year, unless  origination  levels
increase to one billion dollars  ($1,000,000,000) on an annualized basis after a
ninety  (90)-day  cure  period  following  formal  written  notice  of intent to
terminate.

5.7.4. Termination of Servicing Agreement.  Notwithstanding the foregoing,  Banc
One may terminate  HomeSide  Lending's  right to service the Existing  Portfolio
Mortgage Loans or the New Portfolio  Mortgage  Loans under the HomeSide  Lending
Servicing Agreement only if:

(a) HomeSide Lending files for protection under any bankruptcy or similar law.

(b) The FHA  suspends  any of HomeSide  Lending's  approvals  as an FHA approved
mortgagee; provided, however, that HomeSide Lending may cure any such suspension
within  ninety  (90)  days  after the  business  day on which  HomeSide  Lending
receives written notice of any such suspension.

(c) HomeSide  Lending  commits a material  breach of its  obligations  under the
Servicing Agreement;  provided,  however, that Banc One must first give HomeSide
Lending  written  notice that Banc One has  discovered  such a material  breach.
HomeSide  Lending may cure any such breach  within one hundred and twenty  (120)
days after the  business day on which  HomeSide  Lending  receives  such written
notice.

HomeSide  Lending may terminate the Servicing  Agreement for any reason upon one
hundred eighty (180) days' prior written notice,  but only after  termination of
this Operating Agreement.

Subject to the rights of any secured party  relating to HomeSide  Lending's line
of credit,  which rights  HomeSide  Lending and Banc One  acknowledge,  HomeSide
Lending shall, upon notice that the Servicing Agreement is being terminated: (a)
sell to Banc One the Servicing Rights to the Existing  Portfolio  Mortgage Loans
and New Portfolio  Mortgage Loans for the then current fair market value of such
Servicing Rights as determined by an independent  appraiser mutually  acceptable
to the  HomeSide  Lending and Banc One, or (b) if Banc One  declines to purchase
such  Servicing  Rights,  then  HomeSide  Lending  shall  negotiate the sale and
transfer of such Servicing Rights to a third party servicer selected by HomeSide
Lending  and  approved  by Banc One which  approval  shall  not be  unreasonably
withheld. The "fair market value" of the Servicing Rights shall be determined by
an independent  appraiser  mutually  acceptable to HomeSide Lending and Banc One
with  respect to the  Servicing  Rights  sold  pursuant to this  Section  5.7.4.
HomeSide Lending shall be entitled to the related purchase price, less any costs
or expenses incurred by Banc One in relation to such transfer.

5.7.5. Effect of Termination.  Termination of this Operating Agreement or any of
the other Ancillary  Agreements shall not affect any of the parties'  covenants,
obligations  or  representations  relating  to actions or  inactions  before the
termination   date.   Without  limiting  the  above,  the  parties'  rights  and
obligations  relating to any  indemnification  or  repurchase  shall survive the
termination of this  Operating  Agreement or the other  Ancillary  Agreements in
accordance with the terms thereof.

5.8. NOTICES.

All notices,  requests,  demands and all other notices and other  communications
required or permitted  to be given under this  Operating  Agreement  shall be in
writing  and shall be  deemed  given if  delivered  personally,  transmitted  by
facsimile (and telephonically confirmed), mailed by registered or certified mail
with  postage  prepaid  and  return  receipt  requested,  or sent by  commercial
overnight  courier,  courier  fees  prepaid,  to the  parties  at the  following
addresses:

If to HomeSide Lending to:

Hugh R. Harris
President
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, FL  32256

With a copy to:

Robert J. Jacobs
General Counsel
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, FL  32256

If to Banc One, to:

Donald K. Erling
President and CEO
Banc One Mortgage Corporation
IN1-0144
Bank One Center/Tower
111 Monument Circle 14th Floor
Indianapolis, IN  46277-0114

With a copy to:

Steven A. Bennett
Senior Vice President and General Counsel
Banc One Corporation
100 East Broad Street
Columbus, Ohio  43271-0158

or to such other address as HomeSide Lending or Banc One shall have specified in
writing to the other.

5.9. AMENDMENT.

No amendment or modification  to this Operating  Agreement shall be valid unless
executed in writing by HomeSide Lending and Banc One.

5.10. WAIVER.

No waiver of any right or obligation under this Operating Agreement by any party
on any  occasion  shall be  deemed  to  operate  as a waiver  on any  subsequent
occasion.

5.11. PROVISIONS SEVERABLE.

If any  provision  of  this  Operating  Agreement  shall  be  held to be void or
unenforceable  by any  court  of  competent  jurisdiction  or  any  governmental
regulatory  agency,  such  provision  shall be  considered  by all parties to be
severed  from  this  Operating  Agreement.  All  remaining  provisions  of  this
Operating  Agreement  shall be considered by the parties to remain in full force
and effect.

5.12. GOVERNING LAW.

This  Operating  Agreement  is  entered  into  in  the  state  of  Florida.  Its
construction and rights, remedies and obligations arising by, under, through, or
on account of it shall be governed by the laws of the State of Florida excluding
its  conflict  of laws  rules and shall be  deemed  performable  in the State of
Florida.

5.13. NO AGENCY OR JOINT VENTURE CREATED.

This Operating  Agreement shall not be deemed to constitute HomeSide Lending and
Banc One as partners or joint venturers,  nor shall HomeSide Lending or Banc One
be deemed to constitute the other as its agent.

5.14. SECTION HEADINGS.

Section  headings  are  intended  only to  assist  in the  organization  of this
Operating  Agreement and do not in any way limit or otherwise  define the rights
and liabilities of the parties.

5.15. ENTIRE AGREEMENT.

This Operating Agreement  constitutes the entire agreement among the parties and
supersede all other prior  communications and  understandings,  written or oral,
among  the  parties  with  respect  to the  subject  matter  of  this  Operating
Agreement. There are no contemporaneous oral agreements.

5.16. COUNTERPARTS.

This Operating Agreement may be executed in multiple  counterparts each of which
shall be deemed an original. Regardless of the number of counterparts, the total
shall constitute only one agreement.

5.17. PLURALS AND GENDER.

In construing the words of this Operating Agreement,  plural constructions shall
include the  singular,  and singular  constructions  shall  include  plural.  No
significance shall be attached to whether a pronoun is masculine,  feminine,  or
neuter.

5.18. INVESTOR ACKNOWLEDGMENT AGREEMENTS.

Upon HomeSide Lending's  request,  Banc One and its Affiliates shall execute one
or more investor  acknowledgment  agreements in which Banc One  acknowledges the
security  interest and certain  other related  rights in the Existing  Portfolio
Servicing  Rights  and New  Portfolio  Servicing  Rights  held by  creditors  of
HomeSide  Lending  and/or  HomeSide,  Inc.  Each  such  investor  acknowledgment
agreement shall be in such form as shall be satisfactory to such creditors.

IN WITNESS WHEREOF, HomeSide Lending and Banc One, as of the day first set forth
above,  have caused this  instrument  to be signed on their behalf by their duly
authorized officers.

HOMESIDE LENDING, INC.

By:/s/ Hugh R. Harris
   ------------------

Hugh R. Harris
--------------
(Print Name)

Title: President
       ---------


<PAGE>


                                                                               


BANC ONE CORPORATION

By: /s/ William P. Boardman
      ---------------------

William P. Boardman
-------------------
(Print Name)

Title:Senior Executive Vice President
      -------------------------------


BANC ONE MORTGAGE CORPORATION

By: Brad L. Connor
    --------------

Brad L. Connor
--------------
(Print Name)
              

Title: Executive Vice President
       ------------------------



<PAGE>


                                                                             


                                                 EXHIBIT A

                                   Correspondent Loan Purchase Agreement




<PAGE>


                                                                             


                                                 EXHIBIT B

                                            PMSR Flow Agreement



<PAGE>


                                                                             


                                                 EXHIBIT C

                                            Servicing Agreement




<PAGE>



                                                 EXHIBIT D

                                    Secondary Marketing Buy Price Policy




<PAGE>



                                                 EXHIBIT E

                                               Operating Plan




<PAGE>



                                                 EXHIBIT F

                                      Correspondent Operations Manual





<PAGE>



                                                 EXHIBIT G

                           Correspondent Lender Delegated Underwriting Agreement