MORTGAGE LOAN SERVICING PURCHASE AND SALE AGREEMENT
                                  Bulk Purchase



--------------------------------------------------------------------------------

    First Chicago NBD Mortgage Company, 900 Tower Drive, Troy, Michigan 48008



Date of Agreement: February 26, 1999         Seller Contact Person:  Brad Connor
                                                 Phone No: (317) 321-8403
                                                 Fax No: (317) 321-8468

--------------------------------------------------------------------------------




<PAGE>


This Mortgage Loan Servicing  Purchase and Sale Agreement (the  "Agreement")  is
entered  into as of the date shown above by and between the Buyer and the Seller
and applies to any of the transactions described below.

RECITALS. 

1.   The Seller owns the Servicing  Rights to certain  Mortgage  Loans,  both as
     defined below.

2.   The Seller desires to sell to the Buyer all right,  title,  and interest in
     and to the  Servicing  Rights to certain  Mortgage  Loans and the  Mortgage
     Documents,  Custodial Files, Escrow Accounts, and other records relating to
     the Mortgage  Loans,  all as defined below, on the terms and conditions set
     forth below in this Agreement.

3.   The Buyer desires to buy from the Seller all right,  title, and interest in
     and to the  Servicing  Rights to certain  Mortgage  Loans and the  Mortgage
     Documents,  Custodial Files, Escrow Accounts, and other records relating to
     the Mortgage  Loans,  on the terms and  conditions  set forth below in this
     Agreement.

IN  CONSIDERATION  of the mutual  promises made in this Agreement and other good
and  valuable   consideration,   the  receipt  and   sufficiency  of  which  are
acknowledged, the Buyer and the Seller agree as follows:


<PAGE>






                                   ARTICLE 1.
                                   DEFINITIONS




<PAGE>


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

"Adjustment Date"  means the fifth Business Day after the Transfer Date.

"Advances" means the outstanding moneys advanced by the Seller from its funds in
connection with its servicing of the Mortgage Loans and for which the Seller has
a  right  to be  reimbursed  from  Mortgagors,  insurers,  Agencies,  or  others
(including,  but not limited  to,  principal,  interest,  taxes,  ground  rents,
assessments,  insurance  premiums,  release fees, and other expenses) except for
Overcollateralized Pool Amounts.

"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.

"Agency" means FNMA, FHLMC, FHA, GNMA, HUD, and/or VA, as applicable.

"Agreement" means this Mortgage Loan Servicing Purchase and Sale Agreement.

"Agreement Date" means after the close of business on February 26, 1999.

"Applicable  Requirements" means (a) all contractual  obligations of the Seller,
Prior  Originator,  and/or Prior  Servicer,  including,  but not limited to, the
contractual obligations in this Agreement,  the Mortgage Documents, the Investor
Servicing  Agreements,  and applicable Guides and other agreements for which any
such  entity  is  responsible;  (b) all  applicable  federal,  state,  and local
statutes,  rules,  regulations,  and ordinances binding on the Seller, Servicer,
Prior Originator,  and/or Prior Servicer; (c) all other applicable  requirements
and guidelines of each governmental agency, board, commission,  instrumentality,
and other governmental body or office having  jurisdiction,  including,  but not
limited to, those of any Investor or Insurer;  (d) all other applicable judicial
and  administrative  judgments,  orders,  awards,  and injunctions;  and (e) the
reasonable  and  customary  mortgage  servicing  practices  of prudent  mortgage
lending  institutions  that  service  mortgage  loans  of the  same  type as the
Mortgage Loans in the jurisdictions where the Mortgaged Properties are located.

"Assignment"  means,  with respect to a Mortgage Loan, (a) a written  instrument
that, when recorded in the appropriate office of the local jurisdiction in which
the related Mortgaged  Property is situated,  will properly reflect the transfer
of such Mortgage from the  transferor  to the  transferee;  or (b) an electronic
transmission  to MERS  identifying  the Buyer as the  Servicer of record of such
Mortgage Loan, as the case may be.

"Borrower" means each obligor under a Mortgage Note.

"Bucket 1" means the  Mortgage  Loans  identified  as "Bucket 1" in Exhibit A to
this Agreement, and excluding those Mortgage Loans identified in Exhibit A-1.

"Bucket 2" means the  Mortgage  Loans  identified  as "Bucket 2" in Exhibit A to
this Agreement.

"Bucket 3" means the  Mortgage  Loans  identified  as "Bucket 3" in Exhibit A to
this Agreement.

"Business Day" means any day other than a Saturday,  Sunday, federal holiday, or
any day on which the Buyer is not open for business.

"Buydown"  means any  reduction in a Borrower's  monthly  Mortgage  Loan payment
required under a Mortgage Note or otherwise provided for in a related document.

"Buyer" 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.

"Claim  Notice"  means a written  notice of a claim  for  indemnification  under
Sections  11.5 by an  agent  of the  Buyer  with a title  no  less  senior  than
"supervisor" or 11.6 below by an agent of the Seller with a title no less senior
than "supervisor".

"Conventional Loan" means any Mortgage Loan other than an FHA Loan or VA Loan.

"Custodial Account" means each deposit account maintained by the Seller that: 
(a) complies with Investor requirements, and (b) contains P&I or T&I.

"Custodial File" means all of the documents that must be maintained on file with
the Custodian under Applicable Requirements.

"Custodian" means the financial  institution  designated by the Buyer to hold in
trust the Pool  documents and  Custodial  Files,  as required by the  applicable
Guide.  Unless otherwise expressly stated below, the Custodian shall be Bank One
Trust  Company,  N.A. or an Investor  that, as of the Agreement  Date,  acted as
custodian for the Seller.

"Cutoff Date" means the Business Day immediately preceding the Transfer Date.

"Damages" means any and all assessments, judgments, claims, liabilities, losses,
costs, damages, or expenses, including, but not limited to, interest, penalties,
and reasonable  attorneys' fees, expenses,  and disbursements in connection with
an action, suit, or proceeding, and the cost of any letter of credit required by
GNMA.

"Delinquent"  means, with respect to a Mortgage Loan Payment, a payment that has
not been  received by the Seller  before the end of the month  during which such
Mortgage Loan Payment was due.

"Delinquent  Mortgage  Loans" means the  Mortgage  Loans that are: (a) three (3)
months Delinquent,  (b) in bankruptcy and one or more months Delinquent,  or (c)
in foreclosure or subject to an assignment of deed in lieu of foreclosure.

"Document  Holdback"  means the  hold-back  of a portion of the  Purchase  Price
relating  to the  Document  Holdback  Items in the  manner  set forth in Section
2.3(c) of this Agreement.

"Document Holdback Items" means the Mortgage Documents required to recertify the
related Pools that remain  outstanding  and have not been delivered to the Buyer
as of the Transfer Date.

"Escrow  Accounts"  means  Mortgage  Loan  escrow/impound  accounts  for  taxes,
insurance,  assessments, ground rents, Buydowns, loss drafts, suspense balances,
and any other such amounts that are  maintained by the Seller as a fiduciary for
the Borrowers and relate to the Servicing Rights.

"Federal  Funds Rate" means,  for any Business Day, the weighted  average of the
rates on  overnight  federal  funds  transactions  with  members of the  Federal
Reserve  Syatem  arranged  by  federal  funds  brokers,   as  published  on  the
immediately following Business Day by the Federal Reserve Bank of New York.

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

"FHA Loan" means a Mortgage Loan that is insured or is eligible to be insured by
the FHA.

"Flood  Service  Fee"  means a flood  service  fee paid by the  Seller  to Flood
Service Provider or the Buyer to obtain flood  certification  and "life of loan"
tracking and notification services relating to the Mortgage Loans.

"Flood Service  Provider" means the company which provides a transferable  flood
certification  and "life of loan" tracking  service for the Mortgage Loans.  The
list of "life of loan" Flood  Service  Providers  acceptable to the Buyer is set
forth in Exhibit G to this Agreement. The Flood Service Provider shall guarantee
the  accuracy  of the flood  status  determination  and any  future  flood  zone
changes.

"FNMA" means the Federal National Mortgage Association or any successor to FNMA.

"FNMA Mortgage Loans" means the Mortgage Loans owned by FNMA.

"FHLMC" means the Federal Home Loan Mortgage Corporation or any successor to 
FHLMC.

"FHLMC Mortgage Loans" means the Mortgage Loans owned by FHLMC.

"GNMA" means the Government National Mortgage Association or any successor to 
GNMA.

"GNMA Mortgage  Loans" means the Mortgage  Loans in a Pool that back  Securities
guaranteed by GNMA.

"Guide"  means:  (a) the FNMA Selling and Servicing  Guides with respect to FNMA
Mortgage  Loans,  as amended from time to; (b) the FHLMC Sellers' and Servicers'
Guides with  respect to FHLMC  Mortgage  Loans;  (c) the  Handbook  GNMA 5500.1,
Government National Mortgage Association GNMA I Mortgage-Backed Securities Guide
or the Handbook GNMA 5500.2,  Government  National Mortgage  Association GNMA II
Mortgage-Backed  Securities  Guide with respect to the GNMA Mortgage Loans;  (d)
the HUD 4155.1 REV-4,  Mortgage Credit Analysis for Mortgage Insurance on 1-to-4
Family  Properties,  HUD 4000.2 REV-2,  Mortgagee Handbook  Application  Through
Insurance (Single Family),  HUD 4000.4 REV-1,  Single Family Direct  Endorsement
Program,  HUD 4145.1 REV-2,  Architectural  Processing and  Inspections For Home
Mortgage Insurance, 4150.1 REV-1 Valuation Analysis for Home Mortgage Insurance,
HUD 4060.1 REV-1, Mortgagee Approval Handbook; (e) the VA Lender's Handbook; and
(f) seller or servicer guide or manual  published from time to time by a Private
Investor,  in each case as such  Guide may be  amended  from time to time by the
applicable  Investor.  Such amendments shall include, but not be limited to, any
amendment  and/or  approval  entered  into  between  the Seller and an  Investor
relating to the applicable Guide or the underlying  Investor's  "Seller/Servicer
Contract",  provided  that (i) the benefits of any such  amendment  and approval
shall  accrue to and shall be  enjoyed  by the Buyer;  (ii) such  amendment  and
approval    shall   not   materially    increase   the   Buyer's    obligations,
responsibilities,  liabilities,  costs or expenses under this Agreement or under
an Investor Servicing Agreement;  and (iii) such amendment or approval shall not
decrease  the  Buyer's  rights or  benefits  under this  Agreement  or under any
Investor Servicing Agreement.

"HUD" means the United States  Department of Housing and Urban  Development,  or
any successor to HUD.

"HUD Repo Mortgage Loan" means a Mortgage  Loan, the Mortgage  Property of which
was sold to the related Borrower by HUD.

"Indemnified  Buyer  Entities"  means the Buyer and its  Affiliates  and each of
their respective  current,  former and future officers,  directors,  agents, and
employees.

"Indemnified  Seller  Entities"  means the Seller and its Affiliates and each of
their respective  current,  former and future officers,  directors,  agents, and
employees.

"Insurer" means any entity that insures or guarantees all or part of the risk of
loss on a Mortgage  Loan,  including,  but not limited to, any  Investor and any
private mortgage insurance provider,  standard hazard insurance provider,  flood
insurance provider, earthquake insurance provider or title insurance provider.

"Interim Servicing  Agreement" means the Interim Servicing Agreement between the
Buyer and the  Seller in the form of  Exhibit D to this  Agreement,  which  sets
forth the Seller's  Servicing  obligations  between the  Agreement  Date and the
Transfer Date.

"Investor" means an Agency and/or Private Investor, as applicable.

"Investor  Consent" means the written  consent or approval of an Investor to the
transfer of the applicable  Servicing  Rights from the Seller to the Buyer that,
in the  Buyer's  reasonable  discretion,  does not  reduce or limit the  Buyer's
rights or compensation  under the applicable  Investor  Servicing  Agreements or
impose an undue burden on the Servicer.

"Investor Servicing  Agreements" means the agreements between the Seller and the
applicable  Investor under which the Seller  currently is Servicing the Mortgage
Loans owned by such Investor.

"MBS" means a guaranteed mortgage pass-through  certificate issued by FNMA, GNMA
or a Private Investor, as the case may be.

"MERS"  means the Mortgage  Electronic  Registration  Systems,  Inc., a business
corporation  with its principal  place of business  situated at 8201  Greensboro
Drive, Suite 350, McLean, Virginia 22102.

"Mortgage"  means a first lien mortgage,  deed of trust,  or other such security
instrument  that is executed by a Mortgagor  pledging the Mortgaged  Property as
security for repayment of a Mortgage Note.

"Mortgage  Documents"  means all documents  required by an Investor to originate
and service a Mortgage Loan and issue a Security.

"Mortgage Loan" means a residential  mortgage loan that is: (a) secured by a 
Mortgage,  (b) eligible to be included in a Security,  and (c) listed in Exhibit
A of this Agreement.

"Mortgage  Loan Payment" means the amount of each  scheduled  installment  for a
Mortgage Loan, whether for principal, interest, escrow, or other purposes, under
the terms of the Mortgage and Mortgage Note.

"Mortgage Note" means the written promise of a Borrower to pay a sum of money in
United States dollars at a stated interest rate over a specified term, and which
is secured by a Mortgage.

"Mortgaged  Property"  means the real  property,  together with the  one-to-four
family dwelling and any other improvements situated on such real property,  that
have been pledged by a Mortgagor  under a Mortgage as  collateral  to secure the
obligation under a related Mortgage Note.

"Mortgagor" means each person who executes a Mortgage.

"Operating  Agreement" means the Operating  Agreement  entered into by and among
BANK ONE CORPORATION (formerly known as Banc One Corporation), Banc One Mortgage
Corporation, and the Buyer as of April 1, 1998.

"Overcollateralized  Pool Amounts" means, the amount of the scheduled  principal
balance  within a pool has been  reduced  due to an error by the Seller or prior
Servicer.

"Payment Date" means March 3, 1999.

"P & I" means principal and interest.

"PC" means a mortgage participation certificate issued by FHLMC or a Private 
Investor.

"Pool"  means  the  Mortgage  Loans  and  related  Mortgage  Documents  that are
assembled to back the issuance of a Security.

"Prime Rate" means the highest  Prime Rate set forth in the Money Rates  section
of the Wall Street Journal.

"Prior  Originator" means any entity that originated a Mortgage Loan, other than
the Seller.

"Prior Servicer" means any Servicer that serviced or subserviced a Mortgage Loan
prior to the Seller's commencement of Servicing.

"Private  Investor"  means an  investor  other  than an Agency or the Seller and
identified Exhibit I attached to this Agreement.

"Private Investor Consent  Holdback" means with respect to each Bucket,  the (a)
principal  balance of the Private  Investor  Mortgage Loans (as of the Agreement
Date)  that  have not  received  an  Investor  Consent  and are not  Delinquent,
MULTIPLED by (b) Purchase Price Percentage for the applicable Bucket.

"Private  Investor  Mortgage  Loans"  means  Mortgage  Loans  owned by a Private
Investor.

"Purchase Price" means the purchase price for the Servicing Rights, as described
in Section 2.2 below.

"Purchase Price Percentage" means the percentage to be paid by the Buyer for the
Servicing Rights, as described in Section 2.2 below.

"Rapid  Reply  Loan"  means a Mortgage  Loan (a) that is  marketed by the Seller
under the brand name "Rapid Reply"; (b) that is sold to or pooled with FNMA on a
non-Recourse  basis; (c) that is the subject of a separate agreement between the
Seller and FNMA under  which the  Seller  (as seller but not  servicer)  assumes
Recourse liability relating to such Mortgage Loan, and (d) with respect to which
such Recourse liability is not assumed by any transferee servicer (including the
Buyer)."

"Recourse"  means any arrangement  where the Seller bears the risk of any of the
ultimate  credit losses relating to a default under or foreclosure of a Mortgage
Loan not owned by the Seller.

"Remaining Documents" has the same meaning as set forth in Section 2.4(a) below.

"REO"  means  any  Mortgaged  Property  owned by the  Servicer  as a result of a
foreclosure  or similar  action,  whether for its own account or on behalf of an
Investor.

 "Security"  means an MBS or a PC, in each case  representing  or backed by a 
Pool that is the  subject  of a  transaction  under  this Agreement.

"Seller" means First Chicago NBD Mortgage Company and any successor thereto.

"Servicer" means the entity that is responsible for Servicing the Mortgage 
Loans.

"Servicing"  means  the  performance  of  Mortgage  Loan  servicing   functions,
including, but not limited to: (a) collecting and disbursing funds held in trust
to pay taxes,  hazard  insurance,  mortgage  insurance,  and other items as they
become due, (b) paying interest on Escrow Accounts as required by the Applicable
Requirements,  (c) collecting and remitting  principal and interest  payments to
investors, (d) resolving defaulted Mortgage Loans, and (e) administering REO.

"Servicing Fee" means the servicing fee and excess Servicing  compensation which
the Servicer is entitled to receive under any Investor Servicing Agreement.

"Servicing  File" means a file  containing any and all documents  required by an
Investor and the Buyer to service  Mortgage  Loans and  Securities  on behalf of
such  Investor,  including,  but not  limited  to,  the  documents  set forth in
Schedule C to Exhibit B to this Agreement.

"Servicing  Rights"  means the right to receive the  Servicing Fee and any other
income or any other benefit  relating to or arising out of the Servicing  Rights
purchased by the Buyer under this Agreement,  including, but not limited to, the
right to hold the Escrow Accounts.

"Tax  Service   Provider"   means  First   American  Real  Estate  Tax  Service,
Transamerica Real Estate Tax Service, or any other such provider designated from
time to time by the Buyer, as applicable.

"Tax  Service  Fee" means a tax  service  fee paid by the Seller to Tax  Service
Provider to obtain tax services relating to the Mortgage Loans.

"T & I" means the taxes, insurance and any additional amount other than P&I that
is or should be contained in an Escrow Account.

"Transfer Date" means: (a) June 1, 1999 for the FNMA Mortgage Loans, (b) May 16,
1999 for the FHLMC Mortgage Loans,  (c) June 1, 1999 for the GNMA Mortgage Loans
and (d)  June 1,  1999 or May 16,  1999,  as the case  may be,  for the  Private
Investor  Mortgage  Loans.  If a Transfer Date does not occur by the  applicable
date set  forth in this  paragraph,  it  shall  occur as soon as the  conditions
precedent  in  Articles 9 and 10 below have been  satisfied  and the  Applicable
Requirements will allow.

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

"VA Buydown"  means a waiver by the Servicer of a portion of the debt under a VA
Loan that  causes the VA to pay off the  remaining  amount of debt owed for such
Mortgage Loan and acquire the Mortgaged Property.

"VA Loan" means a Mortgage  Loan that is guaranteed or eligible to be guaranteed
by the VA.

"VA No Bid" means a delinquent  Mortgage  Loan that the VA intends to pay the VA
guarantee and leave the Mortgaged Property with the Servicer.

"VA Repo Mortgage Loan" means a Mortgage  Loan, the Mortgaged  Property of which
was sold to the related Borrower by the VA.

"Warehouse  Loan" means a Mortgage  Loan that is owned by the Seller as of 
November  30, 1998 and intended to be but not yet sold to an Investor.


<PAGE>







                                   ARTICLE 2.
                        DELIVERY OF SERVICING RIGHTS AND
                           PAYMENT OF PURCHASE PRICE.




<PAGE>


2.1.  DELIVERY OF SERVICING RIGHTS AND RELATED ASSETS.

(a) Agreement Date.  The following shall occur  on the Agreement Date:

The Seller  shall  sell,  assign,  transfer  and deliver to the Buyer all right,
title,  and interest  (other than actual  legal  title) in and to the  Servicing
Rights described in Exhibit A to this Agreement,  Advances,  Mortgage Documents,
Investor  Servicing  Agreements,  Custodial Files,  Escrow  Accounts,  and other
documents  and  records  relating  to the  Mortgage  Loans.  The Buyer  shall be
entitled  to all of the  economic  benefits,  and  bear  the  economic  burdens,
associated with the Servicing  Rights as of the Agreement Date,  notwithstanding
the fact that legal title to the Servicing  Rights shall pass to the Buyer as of
the applicable Transfer Date.

 (b) Transfer  Date. On each  applicable  Transfer  Date, the Seller shall sell,
assign,  transfer  and  deliver to the Buyer  actual  legal  title in and to the
relevant portions of the Servicing Rights.


(c) Mandatory  Delivery.  The delivery of Servicing Rights by the Seller and the
acceptance of Servicing Rights by the Buyer are not optional unless either party
terminates this Agreement as set forth below.  The Seller's  failure to sell and
deliver  the  Servicing  Rights  to the Buyer  will be a breach of the  Seller's
obligations under this Agreement.

2.2.  CALCULATING THE PURCHASE PRICE.

The Buyer will pay the Purchase Price to the Seller in an amount equal to:


[CONFIDENTIAL TREATMENT REQUESTED]


The Buyer  shall pay to the Seller  interest on the  outstanding  balance of the
Purchase Price,  other than the Purchase Price relating to the Servicing  Rights
for which the required Private Investor Consents are not obtained. Such interest
shall be the same rate as the  earnings  enjoyed by the Buyer on the  Float,  as
defined below in the Interim Servicing  Agreement,  during the Interim Servicing
Period.

2.3.  TIMING OF PURCHASE PRICE.

The Buyer will pay to the Seller the Purchase Price as follows:

(a)  On the  Payment  Date,  twenty  percent  (20%) of the  Purchase  Price PLUS
     interest  thereon  at the  Float  Interest  Rate  from  and  including  the
     Agreement  Date  to but  not  including  the  Payment  Date..  The  Buyer's
     calculation  of the payment  under this  subparagraph  (a) will be based on
     schedules  provided by the Seller to the Buyer one (1) Business  Days prior
     to the Agreement Date.

(b)  Subject to the Private Investor Consent Holdback,  seventy percent (70%) of
     the Purchase  Price no later than three (3) business days after the date on
     which  the  Seller  has  evidenced  delivery  of:  (i) all of the  Mortgage
     Documents and Servicing Files in the Seller's  possession;  but only to the
     extent  that,  that  such  Mortgage   Documents  and  Servicing  Files  are
     sufficient to allow the Buyer to assume  ownership of the Servicing  Rights
     and service the  Mortgage  Loans under  Applicable  Requirements;  (ii) all
     amounts from each  Custodial  Account and Escrow  Account,  net of Advances
     made in accordance with Applicable  Requirements;  (iii) all computer tapes
     and other documents  reasonably required by the Buyer for the Servicing and
     reconciliation  of the Mortgage Loans; and (iv) the Seller's  custodian has
     delivered  to the  Buyer's  Custodian  all of the  Custodial  Files  in the
     possession  of the  Seller's  custodian;  and (v) the  applicable  Investor
     Consents relating to the Agencies;  provided,  however, that if the payment
     ------------------- made by the Buyer under subparagraph (a) is not exactly
     90%, the payment under this subparagraph (b), when added to the amount paid
     under subparagraph (a), will be equal to 90% of the Purchase Price.

     With respect to Private Investor Mortgage Loans for which Investor Consents
     required by the  applicable  Investors  have not been  received,  the Buyer
     shall retain the Private Investor Consent Holdback from the Purchase Price.
     Each month after the Agreement  Date, the Buyer shall release to the Seller
     (i) the unpaid  principal  balance (as of the Agreement Date) of all of the
     Private  Investor  Mortgage  Loans within the  applicable  Bucket that have
     received an Investor Consent during such month and are not Delinquent as of
     the  Agreement  Date,  MULTIPLIED  by (ii) the  applicable  Purchase  Price
     Percentage for such Bucket.


(c)  Ten percent  (10%) of the  Purchase  Price (the  "Holdback")  no later than
     three (3) Business Days after the date on which the Buyer has verified that
     the Buyer has received all of the remaining  Mortgage Documents required to
     recertify the related Pools. .  Notwithstanding  the above, the Buyer shall
     release ten percent  (10%) of the  Document  Holdback to the Seller in each
     instance when the Buyer receives ten percent (10%) of the Document Holdback
     Items.  The Buyer shall  retain a minimum  Document  Holdback  equal to ten
     percent  (10%) of the  Document  Holdback.  The Buyer  shall  release  such
     minimum Document Holdback to the Seller upon receipt of:

     (i) all outstanding Document Holdback Items; or

     (ii)an officer's  certificate from the Seller stating that the Seller, upon
         completion  of due  diligence and  commercially  reasonable  efforts to
         locate the  Document  Holdback  Items,  is unable to locate any further
         Document Holdback Items; together with a letter agreement  indemnifying
         the  Buyer  against  any  Damages  relating  to or  arising  out of the
         remaining Document Holdback Items.

2.4. No Audit For Mortgage Documents.

The Seller acknowledges and understands that:

(a) the Buyer  shall  release  the  Holdback  to the  Seller  under the terms of
Section  2.3(c) above  without  requiring the Seller to first deliver all of the
undelivered Mortgage Documents and Servicing Files (the "Remaining  Documents"),
other than the Mortgage Documents required to recertify the related Pools;

(b) the Buyer shall not perform,  and shall not require the Seller to perform, a
common and customary  audit of the Mortgage  Documents  and  Servicing  Files to
determine the scope of the Remaining Documents; and

(c) without limiting its other obligations and liabilities under this Agreement,
the Seller shall  indemnify and hold the Buyer harmless from and against any and
all Damages  relating to the  Seller's  failure to deliver all of the  Remaining
Documents to the Buyer (including,  but not limited to,  repurchasing a Mortgage
Loan under the terms of Article 11 below) without first  inquiring as to whether
the  Buyer  was the  cause of or  responsible  for any such  missing,  lost,  or
destroyed Remaining Document (other than Remaining Documents that are missing or
destroyed  as a  result  of the  destruction  of a  significant  portion  of the
Servicing  Files that have been delivered to and are maintained by the Buyer due
to the  negligence  of the Buyer or third  party  (other  than the  Seller or an
agent,  employee,  officer or Affiliate  thereof),  fire,  flood, Act of God, or
other such catastrophic event.)

2.5.  CORRECTIONS.

If, within one hundred and eighty (180) days after the applicable Transfer Date:
(i) the  principal  balance of any Mortgage Loan used in computing the amount of
the  Purchase  Price is be found to be  incorrect,  or (ii) any other  item that
affects the Purchase  Price is found to be  incorrect,  then the Purchase  Price
will be  adjusted  promptly,  and  adjustments  will be made to the  appropriate
party.


<PAGE>







                                   ARTICLE 3.
         THE BUYER'S AND SELLER'S OBLIGATIONS BEFORE THE TRANSFER DATE.





<PAGE>


The Buyer and the Seller shall comply with the  following  terms and  conditions
before each Transfer Date:

3.1.  EXAMINING MORTGAGE DOCUMENTS.

The Buyer may review the Mortgage Documents and the Seller's books, records, and
accounts relating to the Mortgage Loans. However, the Buyer and the Seller shall
not construe any such review,  the Buyer's  execution of this Agreement,  or the
occurrence of the Agreement  Date to  constitute  the Buyer's  waiver of any (a)
breach  of any of  the  Seller's  covenants,  obligations,  representations,  or
warranties  under this  Agreement;  or (b) of the Buyer's  remedies for any such
breach under this Agreement,  whether such remedy arises under the terms of this
Agreement, at law, or in equity.

3.2.  SELLER'S SERVICING OBLIGATIONS.

The Seller will perform all of the  Seller's  Servicing  obligations  until each
applicable  Transfer  Date.  After each  Transfer Date and through and including
each  Adjustment  Date,  the  Seller  shall  maintain  all Escrow  Accounts  and
Custodial Accounts and perform all of its other obligations under this Agreement
in compliance with all Applicable Requirements.

3.3.  INVESTOR APPROVAL.

The Seller shall, at its sole cost,  obtain the applicable  Investor Consents no
later than twenty (20) calendar days before each  applicable  Transfer Date, and
shall deliver to the Buyer a copy of such  Investor  Consents no later than such
date.  The Seller shall begin its efforts to obtain such  approval no later than
five (5) Business  Days after the date of this  Agreement.  The Seller shall pay
any and all  transfer  fees and any related  amounts  charged by any  applicable
Investor.

Notwithstanding  the above, the Buyer shall not require the Seller to provide an
Investor Consent for a Mortgage Loan if the applicable Investor does not require
the Seller to obtain an Investor Consent to transfer the Servicing Rights to the
Buyer.

If the Seller fails to obtain any such Investor Consent from a Private Investor,
the Buyer shall (a) not pay for the related  Servicing  Rights  until and unless
the Seller provides the Buyer with such Investor  Consent;  and (b) nevertheless
accept the transfer of the related  Servicing Rights on the applicable  Transfer
Date. If any such Private Investor requires the Buyer to transfer such Servicing
Rights to such  Private  Investor or its  designee  servicer,  the Seller  shall
indemnify  and hold the Buyer  harmless  from and  against  any and all  Damages
relating to or arising out of the transfer of such Servicing Rights.

3.4.  BORROWER COMMUNICATIONS.

The Seller and the Buyer will give a joint  written  notice to each  Borrower of
the  transfer  of the  Servicing  Rights  to the  Buyer in  compliance  with the
Applicable  Requirements,  including,  but  not  limited  to,  the  Real  Estate
Settlement  Procedures  Act and its  implementing  Regulation  X.  The  form and
substance of such notice shall be  substantially  the same as the form set forth
in Schedule B to Exhibit B to this  Agreement,  and the costs  thereof  shall be
shared equally by the Buyer and the Seller.

3.5.  TAX SERVICE COMMUNICATIONS WITH Tax Service Provider.

The Seller will give Tax Service  Provider written notice of the transfer of the
Servicing Rights to the Buyer, and will cause Tax Service Provider to notify, at
the Seller's  expense,  each applicable taxing authority of such transfer in the
manner described in Exhibit B.

3.6.  INSURANCE COMMUNICATIONS.

3.6.1.  Commercial  Insurance  Carriers.  The Seller will give written notice to
each insurance  carrier of the transfer of Servicing  Rights to the Buyer in the
manner described in Exhibit B.

3.6.2. FHA Insurance.  To the extent applicable,  the Seller will give notice to
the FHA of the transfer of the Servicing  Rights to the Buyer in accordance with
the FHA Guide and requirements.

3.7.  ACCESS TO INFORMATION.

The  Seller  will  give to the  Buyer and its  counsel,  accountants,  and other
representatives  reasonable  access during normal business hours  throughout the
period before the Transfer Date, to all of Seller's  files,  books,  and records
relating to the  Mortgage  Loans,  Servicing  Rights,  Escrow  Accounts,  and/or
Custodial Accounts.

3.8. TAX SERVICE CONTRACTS.

The Seller  will  transfer to the Buyer a Tax  Service  Provider  "life of loan"
transferable contract for each Mortgage Loan.

There will be no transfer fee payable by the Seller if the Tax Service  Provider
is Transamerica Real Estate Tax Service.

There will be a four dollar and fifty cent  ($4.50)  transfer  fee per  Mortgage
Loan  payable by the Seller to the Buyer if the Tax  Service  Provider  is First
American Real Estate Tax Service.

3.9. FLOOD TRACKING SERVICE CONTRACTS.

The Seller will provide the Buyer with a transferable  flood  certification  for
each  Mortgage Loan if required by  Applicable  Requirements  and "life of loan"
notification services for each Mortgage Loan.

3.10. TRANSFER INSTRUCTIONS.

The Seller shall comply with the transfer instructions set forth in Exhibit B to
this Agreement.


<PAGE>







                                   ARTICLE 4.
                   OBLIGATIONS ON AND AFTER THE TRANSFER DATE.



<PAGE>


4.1.  TRANSFER SERVICING RIGHTS.

The Seller will transfer the  applicable  Servicing  Rights to the Buyer on each
applicable Transfer Date.

4.2.  SELLER WILL ASSIGN THE MORTGAGE LOANS TO THE BUYER.

4.2.1.  Assignments  From the Seller to the Buyer. The Seller will assign to the
Buyer,  or to a designee  appointed by Buyer,  by appropriate  endorsements  and
Assignments,  all  of the  Seller's  right,  title  and  interest  in and to the
Servicing  Rights.  With respect to each Mortgage Loan for which an entity other
than the applicable Investor is the mortgagee of record, the Seller will prepare
the  endorsements  and  prepare  and  record  such  Assignments  (including  all
intervening  Assignments)  in the  manner  described  below at its sole cost and
expense.  The Seller will not use:  (a) blanket  Assignments,  or (b)  facsimile
signatures on any Assignment.

4.2.2. Seller Initiates  Eletronic  Transmssions with MERS. With respect to each
Mortgage  Loan for which an entity  other than the  applicable  Investor  is the
mortgagee of record the Seller shall create MERS identification numbers relating
to each Mortgage Loan in the manner  required by MERS. The Seller shall initiate
with MERS  electronic  transmissions  of such MERS  identification  numbers  and
certain other information required by MERS. Such electronic  transmissions shall
identify the Buyer as the Servicer of record of such Mortgage  Loans.  The Buyer
shall pay all fees charged by MERS in connection  with the  registration of such
Mortgage Loans with MERS.

4.2.3.  Prepare Assignments to MERS. At the Seller's sole cost and expense,  the
Seller shall:

(a)  prepare  (or cause to be  prepared)  and  properly  record  (or cause to be
recorded) Assignments from the Seller to MERS; and

(b) promptly  after  recording each such  Assignment,  transmit to the Buyer and
MERS such related recording information as shall be required by MERS.

4.3.  ASSIGNMENTS FROM THE BUYER TO THE AGENCY.

With respect to each Mortgage Loan for which an entity other than the applicable
Investor  is the  mortgagee  of record,  the Seller  will,  if  required  by the
applicable  Investor,   prepare  Assignments  of  Mortgages  from  MERS  to  the
applicable Investor at the Seller's sole cost and expense, and will provide such
Assignments  to the Buyer  within the time period set forth in Exhibit B to this
Agreement. The Buyer shall pay its own expenses relating to MERS' signature.

4.4.  Delivering Mortgage Documents Available On Tne Transfer Date To The Buyer.

Within the time period set forth in Exhibit B to this  Agreement and at its sole
cost, the Seller will:

(a)  deliver the Servicing Files and related Mortgage Documents to the Buyer, 
     and

(b)  cause the Seller's  custodian to deliver the Custodial Files to the Buyer's
     Custodian.

4.5.  DELIVERING ADDITIONAL MORTGAGE DOCUMENTS TO THE BUYER.

The Seller will deliver to the Buyer all of the documents set forth in Exhibit B
under  the  heading   "Assignment   Preparation,   Recertification,   and  Final
Documentation Tasks" Within 360 days following the applicable Transfer Date.

4.6.  Conversion Tapes.

4.6.1. In General.  The Seller will provide the Buyer, at the Seller's sole cost
and in  accordance  with the  schedules  set forth in Exhibits B and C,  machine
readable  tape or other  media  containing  such  Servicing  information  as may
reasonably be required by the Buyer,  including,  but not limited to: (a) master
file tapes  supported by trial  balances with totals by investors (2 sets),  (b)
pool  tapes,  and (c) the  Seller's  record  layouts  together  with any and all
necessary  supporting  documentation  produced  by any  other  mini or  personal
computer of the Seller. Such media will be in a form acceptable to the Buyer.

4.6.2.  Correct  Defective  Information.  Before  delivering  to the Buyer  each
scheduled tape containing the information  described in Section 4.6.1 above, the
Seller will correct such information that the Buyer or the Seller has identified
as defective.

4.6.3.  Update  Information.  The Seller will correct and update the information
described in Section  4.6.1 above,  including,  but not limited to,  information
commonly kept and maintained in conformance with the Applicable Requirements.

4.7. SELLER PAYS ESCROW DISBURSEMENTS.

4.7.1. When the Seller Must Pay Escrows.  The Seller will be solely  responsible
for making any and all Escrow Account  disbursements  for a Mortgage Loan if (a)
the  disbursements  are due and payable at any time up to thirty (30) days after
each applicable  Transfer Date; and (b) the Seller has possession of the bill or
such bill is available for release.  The Seller will make all such disbursements
prior to each applicable Transfer Date, and will not make any such disbursements
after any such Transfer Date.

The Seller will bear any and all  penalties,  costs,  and losses  relating to or
arising  out of the failure to make timely  tax,  homeowner's  insurance  (fire,
hazard and extended  coverage),  flood  insurance,  PMI payments,  and any other
items for which the Seller has escrowed for such Mortgage Loans.

Without limiting the above,  the Seller will reimburse the Buyer  immediately on
receipt of the Buyer's written demand and substantiation thereof for any and all
costs and  expenses  relating  to:  (a)  obtaining  temporary  and/or  permanent
insurance  coverage that is not recoverable  from the Mortgagor,  and (b) losses
and/or  damage to any  Mortgaged  Property  that is uninsured as a result of the
Seller's failure to comply with the terms and conditions of this Section 4.7.1.

4.7.2.  Seller Must Give the Buyer a List of Taxes and  Insurance Due Within the
time period set forth in Exhibit B to this  Agreement,  the Seller will  provide
the Buyer with a written  list of all  Mortgage  Loans with respect to which the
Seller has failed to comply with Section 4.7.1 above and taxes and/or  insurance
are due and  payable at any time up to thirty  (30) days  after each  applicable
Transfer Date and remain unpaid as of each such Transfer Date..

4.8. Mortgage Payments Received After Transfer Date.

The Seller will deliver to the Buyer by overnight  courier  each  Mortgage  Loan
Payment  received  by the Seller  each day during  the  thirty  (30)-day  period
following each applicable Transfer Date. The Seller will deliver to the Buyer by
first  class mail each  Mortgage  Loan  Payment  received by the Seller each day
after the  applicable  thirty  (30)-day  period has ended.  Each  Mortgage  Loan
Payment will be accompanied by: (a) an endorsement assigning such payment to the
Buyer,  and (b) information  sufficient to permit the Buyer to process each such
payment.

With respect to Mortgage Loan Payments for Mortgage Loans accepted by the Seller
at an  Affiliate  branch  bank,  the Seller  shall  deliver to the Buyer  within
twenty-four  (24) hours after  receipt of such  payment (a) an  electronic  file
detailing  such Mortgage Loan  Payments in a format  mutually  acceptable to the
parties;  and (b) a wire transfer in the amount of such Mortgage Loan  Payments,
in immediately  available  funds.  If any such Affiliate  branch bank misdirects
such a  Mortgage  Loan  Payment,  the Seller  shall make the Buyer  whole in the
amount of any such  misdirected  Mortgage Loan Payment  within five (5) Business
Days after receipt of proof of payment from the Mortgagor.

4.9.  Misapplied and Returned PaymentS.

The Seller shall  promptly  resolve any Mortgage  Loan  Payments  that have been
misapplied by the Seller, and shall immediately notify the Buyer when the Seller
becomes aware of any such misapplied payments.

4.10. Transfer and Reconciliation of Custodial P&I and T&I AccountS.

4.10.1. The Seller Will Deliver P&I and T&I to the Buyer. Within the time period
set forth in Exhibit B to this  Agreement,  the Seller will wire transfer to the
Buyer all funds held in Custodial Accounts for P&I, T&I, suspense, Buydown, loss
drafts,  special escrows,  replacement  reserves,  other suspense funds, and any
other monies and fees with respect to which the Seller has collected  such funds
in a Custodial  Account and not yet  performed  the  related  services,  less an
amount  equal  to 100%  of any  documented  Advances  made  by the  Seller  I in
accordance with the Applicable Requirements.  The P&I delivered by the Seller to
the Buyer shall be in an amount equal to the expected  cash from the  applicable
Pool(s). The Seller will pay to the Buyer the amount of any such advance that is
disallowed  by an Investor no later than five (5) Business Days after the Seller
has received notice of such disallowance.

4.10.2. The Seller Will Reimburse the Buyer for Deficient  Accounts.  The Seller
will wire  transfer to the Buyer the amount of any  deficiency  in any  suspense
account,  Buydown  account,  GPM,  or  subsidy  account  no later  than five (5)
Business  Days after the Buyer has given the Seller  notice of such  deficiency.
The  Seller  will give the  Buyer  hard copy  records  identifying  all funds in
suspense or pending application or disbursement,  including, but not limited to,
a complete description of the purpose of such funds.

4.10.3.  The Seller  Will Apply  Suspense  Balances to the  Mortgagor's  Account
Notwithstanding  anything in this  Agreement  to the  contrary,  the Seller will
apply any outstanding suspense balances (except Buydown and loss draft balances)
to the Mortgagor's account on or before the Transfer Date which should have been
so applied in accordance with the Applicable Requirements.

4.11.  Payment of Security Holder Remittances.

The party specified by the applicable Investor will pay the Investor remittances
due and owing during the month in which the Transfer Date occurs.  The Buyer and
the Seller will cooperate in complying with the Investor's  instructions and the
Transfer  Instruction  set  forth  in  Exhibit  B to this  Agreement,  and  will
reimburse the other as appropriate. The Seller will change the applicable issuer
number on the Seller's  Servicing  system to the Buyer's issuer number after the
Seller has completed its final security holder remittance.

4.12.  SUPPLEMENTARY INFORMATION.

The  Seller  will  promptly  give  the  Buyer  any and all  information  that is
reasonably necessary for the Buyer to Service the Mortgage Loans.

4.13.  POOL RECONCILIATION.

The Seller shall properly perform the Pool-to-Security  balance  reconciliations
and the  expected  cash  reconciliations.  The Seller  shall cure or cause to be
cured any out-of-balance  conditions on any of the Pools prior to the applicable
Transfer Date.


<PAGE>







                                    ARTICLE 5

                      MUTUAL REPRESENTATIONS AND WARRANTIES





<PAGE>


The Seller and the Buyer each represents,  warrants,  and agrees that, as of the
date of this Agreement:

5.1.  PARTY IS DULY ORGANIZED.

It is a duly  organized and validly  existing  corporation,  is in good standing
under the laws of the jurisdiction of organization,  and has the requisite power
and  authority to enter into this  Agreement  and any other  agreements to which
both are party and that are contemplated by this Agreement.

5.2.  AGREEMENT IS DULY AUTHORIZED.

It has all requisite corporate power, authority, and capacity to enter into this
Agreement and to perform the obligations required of it under this Agreement.

The execution and delivery of this Agreement and the Interim Servicing Agreement
and the consummation of the transactions  contemplated by this Agreement and the
Interim Servicing  Agreement,  have each been duly and validly authorized by all
necessary corporate action.

This  Agreement and the Interim  Servicing  Agreement  constitute  the valid and
legally binding  agreements of the Seller,  enforceable in accordance with their
terms, except as they may be limited by bankruptcy, insolvency,  reorganization,
or other laws  affecting the  enforcement  of  creditors'  rights and by general
equity principles,  and no offset,  counterclaim,  or defense exists to the full
performance of this Agreement and the Interim Servicing Agreement.

5.3.  AGREEMENT DOES NOT VIOLATE ANY OTHER OBLIGATION.

Insofar as its  capacity to carry out any  obligation  under this  Agreement  is
concerned,  it is not in violation of any provision of any charter,  certificate
of  incorporation,   by-law,  mortgage,  indenture,   indebtedness,   agreement,
instrument,  judgment, decree, order, statute, rule, or regulation, and there is
no such  provision  that  adversely  affects  its  capacity  to  carry  out such
obligations.

Its execution of and  performance  pursuant to this Agreement will not result in
such violation.

5.4.  PARTY IS APPROVED SELLER/SERVICER.

It is an  approved:  (a)  Seller/Servicer  with  FNMA and  FHLMC  and is in good
standing  with both FNMA and  FHLMC,  and (b) issuer  with GNMA,  and is in good
standing with GNMA.

5.5.  PARTY IS DULY LICENSED.

It holds the required  licenses and is in compliance  with all state and federal
laws  governing the transfer and Servicing of Mortgage  Loans to be  transferred
under this Agreement.

5.6.  WARRANTIES SURVIVE.

It agrees that all warranties and obligations under this Agreement are perpetual
and will survive the termination of this Agreement.


<PAGE>








                                   ARTICLE 6.
                     SELLER'S REPRESENTATIONS AND WARRANTIES
                         RELATING TO THE MORTGAGE LOANS.




<PAGE>


The Seller  represents  and warrants to the Buyer with respect to each  Mortgage
Loan that, as of the Agreement Date, to and including the Transfer Date:

6.1. NOTE AND MORTGAGE ARE Valid OBLIGATIONS OF THE OBLIGORS.

The  Mortgage  Note and the related  Mortgage are genuine and each is the legal,
valid, and binding obligation of the related Borrower and Mortgagor, enforceable
in accordance with their respective terms,  except as such enforceability may be
limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium and
other laws affecting creditors' rights or debtors' obligations from time to time
in effect,  and (b) the  availability  of the remedy of specific  performance or
injunctive relief or any other equitable remedy..

All parties to the Mortgage Note and the Mortgage had legal  capacity to execute
the Mortgage Note and the Mortgage, and each Mortgage Note and Mortgage has been
duly and properly executed by such parties.

Except as permitted  by the  Applicable  Requirements,  there is no homestead or
other exemption  available to a Mortgagor that could interfere with the right to
sell the  Mortgaged  Property by trustee's  sale or the right to  foreclose  the
Mortgage.

6.2.  First liens Free of Encumbrance.

The  Mortgage  is a valid and  existing  first  lien on the  Mortgaged  Property
described in the Mortgage,  and the Mortgaged  Property is free and clear of all
encumbrances  and liens,  including,  but not limited to,  mechanics'  liens and
materialmen's  liens, having priority over the first lien of the Mortgage except
for liens for real estate taxes and special assessments not yet due and payable,
and no rights are  outstanding  that under the law could give rise to such lien,
except for those liens excepted under Section 6.10 below.

6.3.  Loans Satisfy The Guide.

Each  Mortgage  Loan  satisfies  the  requirements  and  terms  set forth in the
applicable  Investor's Guide in effect at the time of delivery to the applicable
Investor,  and the inclusion of each such Mortgage Loan in a Pool  satisfies the
requirements and terms set forth in the applicable Investor's Guide. There is no
circumstance or condition  relating to a Mortgage Loan, the Mortgaged  Property,
the Mortgage Documents, the Borrower, or the Borrower's credit standing that can
reasonably  be expected  to cause an  Investor to regard a Mortgage  Loan as not
eligible for  insurance  coverage or  guaranty,  as  applicable,  or to regard a
Mortgage Loan as not eligible for a Pool.

Except for Rapid Reply Loans, the Investor  commitments under which the Mortgage
Loans  were  sold  to  the  applicable  Investor  do  not  create  any  material
obligations  or  material  liability  on the  Servicer  that are in  addition to
contemporary  customary  servicing  provisions  contained  in standard  Investor
Servicing Agreements.

Each Investor Servicing Agreement delivered to the Buyer is an executed original
or is a  certified  copy of the  original  as it may have been  amended and is a
true,  correct,  and complete copy of such Investor  Servicing  Agreement.  Each
Investor  Servicing  Agreement  is in full  force  and  effect  and has not been
amended, modified, or altered other than as provided to the Buyer in writing.

The Seller is not a party to any agreement, settlement, litigation, or any other
understanding with any Investor, court, governmental agency, or any other entity
that materially and adversely affects the Seller's Servicing  obligations and/or
practices.

6.4.  No Person or Mortgage Released.

No party to the Mortgage  Note or Mortgage has been released in whole or in part
from the Mortgage  Note or the Mortgage,  and no part of the Mortgaged  Property
has been released from the Mortgage.  Nothing in this Section 6.4 is intended to
limit the  Seller's  ability  to release a party to such  instrument  upon valid
consent from the applicable Investor.

6.5.  No  Tax LIENS.

Except as disclosed by the Seller to the Buyer,  there was no delinquent  tax or
delinquent assessment lien against the Mortgaged Property either at the time the
related Mortgage Loan was closed or on the Transfer Date.

6.6.  Seller Has Paid All Taxes and Assessments.

All taxes, governmental assessments,  hazard insurance premiums, flood insurance
premiums, mortgage insurance premiums,  leasehold payments, or ground rents that
previously became due have been paid.

6.7.  No Defense To Payment.

The  Mortgage  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 Mortgage Note or the Mortgage, or the exercise of any
right thereunder, render either the Mortgage Note or the Mortgage unenforceable,
in whole or in part,  or  subject  either 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.

6.8.  Loans Comply With Law.

Each Mortgage Loan  application was taken and processed,  and each Mortgage Loan
was made in compliance  with, all  Applicable  Requirements,  including  without
limitation:  Usury,  the  Equal  Credit  Opportunity  Act and  its  implementing
Regulation B, the Real Estate  Settlement  Procedures  Act and its  implementing
Regulation X, the Financial Institutions Reform Recovery And Enforcement Act and
its implementing regulations,  Federal Deposit Insurance Corporation Improvement
Act, the Truth-In-Lending Act and its implementing Regulation Z, the Fair Credit
Reporting Act and any  applicable  state credit  reporting  laws,  the Fair Debt
Collection  Practices  Act,  the Fair  Housing Act, and Fair Lending Laws in all
material  respects,  and consummation of the transactions  contemplated  hereby,
including,  without  limitation,  the  receipt of  interest  by the Buyer or its
designees and their successors in interest will not involve the violation of any
such laws.

6.9.  Adequate Remedies of Holder.

Each Mortgage contains customary and enforceable provisions that give the holder
of the Mortgage  adequate  rights and remedies to realize  against the Mortgaged
Property and to benefit from its security, including, but not limited to: (a) in
the case of a Mortgage designated as a Deed of Trust, by trustee's sale; and (b)
otherwise by foreclosure  subject, in each case, to any limitations arising from
any bankruptcy, insolvency or other similar laws for the benefit of debtors.

6.10.  Title Insurance.

A title insurance policy or other evidence of title acceptable to the applicable
Investor  has been  issued for each  Mortgage  Loan  insuring  the  Seller,  its
successors and assigns, in an amount no less than the outstanding  Mortgage Loan
principal  balance,  that the related  Mortgage is a valid lien on the Mortgaged
Property and that the Mortgaged  Property is free and clear of all  encumbrances
and liens having  priority over the lien of the Mortgage,  except for: (a) liens
for real  estate  taxes and special  assessments  not yet due and  payable,  (b)
covenants,  restrictions,  rights of way, easements, and other matters customary
and acceptable to  institutional  lenders and title  insurance  companies in the
jurisdictions in which such Mortgaged Property is located, and (c) easements and
restrictions  of record being  acceptable to the Agencies and to the Buyer,  and
specifically  identified  in the title  insurance  policy.  Unless the Mortgaged
Property is within a jurisdiction where title insurance was unavailable,  or the
form of title  evidence  is not the general  form,  a mortgage  title  insurance
policy on current  prescribed  ALTA form, or such other form of title  insurance
policy with a carrier  acceptable to the Agencies and  reasonably  acceptable to
the Buyer, is in effect as to the Mortgaged Property.

6.11.  No Condemnation Proceedings.

There is no  proceeding  pending  for the total or partial  condemnation  of the
Mortgaged Property and such property is undamaged by waste, fire,  earthquake or
earth movement,  windstorm,  flood,  tornado, or other casualty,  or if damaged,
then the  Mortgaged  Property  is  adequately  insured  therefor so as to affect
adversely the value of the Mortgaged  Property as security for the Mortgage Loan
or the use for which the premises were intended.

6.12.  No Violation of Zoning Laws.

No  improvements  located  on or being  part of the  Mortgaged  Property  are in
violation of any applicable zoning law or regulation. All inspections, licenses,
and  certificates  required  to be made or issued with  respect to all  occupied
portions of the Mortgaged Property and, with respect to the use and occupancy of
the same,  including,  but not limited to,  certificates  of occupancy  and fire
underwriting  certificates,  have been  made or  obtained  from the  appropriate
authorities.

6.13.  Proceeds Fully Disbursed.

Except for Escrow Account funds  retained for  completion of Mortgaged  Property
improvements,  the  proceeds of the  Mortgage  Loans have been fully  disbursed,
there  is no  requirement  for  future  Advances  thereunder,  and  any  and all
requirements as to completion of any on-site or off-site  improvements and as to
disbursements of any Escrow Account funds therefore have been complied with. All
costs, fees and expenses  incurred in making,  closing or recording the Mortgage
Loans has been paid by the Seller or a Prior Originator.

6.14.  Due On Sale.

Each  Mortgage  contains  a  provision   acceptable  to  the  Agencies  for  the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event the related Mortgaged  Property is sold or transferred  without the
prior consent of the mortgagee  thereunder,  unless prohibited by state law, and
subject to any  limitations  arising from any  bankruptcy,  insolvency  or other
similar laws for the benefit of debtors.

6.15.  Origination, COLLECTION, AND SERVICING Practices.

The origination,  collection, and Servicing practices used by the Seller and any
Prior  Originator  or Prior  Servicer  of each  Mortgage  Loan  have been in all
respects legal, proper,  prudent,  customary in the mortgage servicing business,
and in accordance with the applicable Guide and Investor  Servicing  Agreements.
The Escrow  Accounts have been  maintained in  accordance  with,  and are in all
respects in compliance  with the  Applicable  Requirements.  There are no Escrow
Account  deposits or payments or other charges or prepayments  due to the Seller
have been capitalized under any Mortgage or the related Mortgage Note other than
in compliance with Applicable Requirements.

6.16.  Hazard Insurance.

There is in force for each Mortgaged  Property a hazard  insurance  policy that:
(a) is acceptable  to the  applicable  Investor and the Insurer,  (b) contains a
standard mortgagee clause, (c) insures against loss or damage by fire, all other
hazards set forth in the standard extended coverage form of endorsement, and any
other insurable risks against hazards required by the applicable  Investor,  and
(d) has  been  issued  in an  amount  equal  to the  lesser  of the  outstanding
principal  balance  of the  Mortgage  Loan or the  full  insurable  value of the
improvements to the Mortgaged  Property.  In addition,  if required by the Flood
Disaster  Protection Act of 1973, the Mortgaged Property is protected by a flood
insurance policy in an amount  representing  coverage equal to the lesser of the
outstanding  principal  balance of the  Mortgage  Loan or the maximum  amount of
insurance that is available under the Flood Disaster Protection Act of 1973. The
improvements to the Mortgaged Property have not been affected in any substantial
manner  or  suffered  any  material  loss as a result  of any  fire,  explosion,
accident,  strike,  riot,  war,  or act of God  or the  public  enemy  as of the
Transfer Date, except as disclosed by the Seller to the Buyer in accordance with
Exhibit B to this  Agreement.  All such insurance  policies remain in full force
and effect.

6.17. LOCATION OF IMPROVEMENTS; NO ENCROACHMENTS.

All of the  improvements  that were included for the purpose of determining  the
appraised  value of the Mortgaged  Property lie wholly within the boundaries and
building  restriction  lines of such property,  and no improvements on adjoining
properties  encroach  upon  the  Mortgaged  Property  unless  covered  by  title
insurance and/or waivers.

6.18.  PMI.

Each Mortgage Loan  required by an Investor to have private  mortgage  insurance
have  Custodial  Accounts  containing  T&I funds  relating  to private  mortgage
insurance and a related insurance policy.  With respect to each private mortgage
insurance policy:  (a) all provisions of such private mortgage  insurance policy
have been and are being  complied with, and (b) such policy is in full force and
effect,  and (c) all  premiums  due under  such  policy  before  the  applicable
Transfer  Date will be paid  prior to such  Transfer  Date.  Any  Mortgage  Loan
subject to any such private mortgage  insurance policy obligates the Borrower to
maintain such private  mortgage  insurance  policy and pay all such premiums and
charges in connection therewith. Each private mortgage insurance company will be
acceptable to the applicable Investor.

6.19.   FHA INSURANCE AND VA GUARANTY.

Each Mortgage Loan to be insured by the FHA is eligible for FHA  insurance,  and
the FHA insurance  premiums that are due and payable for each such Mortgage Loan
have been paid by the Seller or the Seller has caused such  premiums to be paid.
Each Mortgage Loan to be guaranteed by the VA is eligible for a VA guaranty, and
any VA fees that are due and payable for each such  Mortgage Loan have been paid
by the Seller or the Seller has caused such VA fees to be paid.

6.20.  OPTIONAL INSURANCE.

Within the time period set forth in Exhibit B to this Agreement,  the Seller has
given the Buyer a list of each  Mortgage  Loan that has credit  life  insurance,
accidental death insurance, disability insurance, unemployment insurance, or any
other such  optional  insurance,  the  premiums of which are paid into an Escrow
Account. The Seller has serviced each Mortgage Loan with such optional insurance
properly and in accordance with the Mortgage Documents and applicable  insurance
policies,  including,  but not limited to: (a) applying and collecting insurance
premiums,  (b)  maintaining  complete  and  accurate  records  relating  to such
insurance,  (c)  processing  and paying  claims,  and (d)  handling  all related
correspondence.

6.21.  Appraisals.

For each Mortgaged  Property,  an appraisal has been made that conforms with the
Applicable Requirements.

6.22.  Mortgaged Property Located In The U.S.

Except as  disclosed  to the Buyer,  the  Mortgaged  Property  is located in the
continental  United States or the State of Hawaii,  and all such Mortgage  Loans
consist of a single parcel of real property with a detached  one-to-four  family
dwelling, a townhouse, or an individual condominium unit in a development.

6.23.  NO Superfund Site.

The  Mortgaged  Property is not  located on a  superfund  site as defined by the
Comprehensive  Environmental  Response Compensation and Liability Act, 42 U.S.C.
Sections 9601 et seq.

6.24.  Documents Comply With Guide.

The Mortgage  Documents satisfy each of the requirements of the applicable Guide
and the Buyer,  and the Mortgage  Documents have been duly executed and are in a
form acceptable to the applicable Investor.

Each Mortgage  Note,  Mortgage,  and  appraisal  are on forms  acceptable to the
applicable  Investor,  and the  Mortgage  Loan  was  originated,  serviced,  and
delivered, as applicable, in accordance with the applicable Guide.

6.25.  Custodial AND SERVICING FILES.

All documents  that are required to be in the  Custodial  File and the Servicing
File  will be  provided  to the  Buyer  by the  Seller  in  accordance  with the
applicable  Guide and the Transfer  Instructions  set forth in Exhibit B to this
Agreement.

6.26.  Assign Mortgage To Buyer.

Each Mortgage Loan,  regardless of which entity  originated  such Mortgage Loan,
will be  transferred  and  assigned  to the  Buyer  by the  Seller  pursuant  to
appropriate  endorsement and Assignment of the Mortgage Loan and will be subject
to the representations,  warranties,  and covenants of the Seller as provided in
this Agreement.

6.27.  UNPAID BALANCE.

The amount of the unpaid  principal  balance  for each  Mortgage  Note as of the
Agreement Date is set forth in the conversion  tape provided to the Buyer by the
Seller.

6.28.  MORTGAGED PROPERTY TAX IDENTIFICATION.

Each Mortgaged Property tax identification and Mortgaged Property description is
accurate, complete, and legally sufficient. Tax segregation, where required, has
been completed.

6.29.  INTEREST ON ESCROW ACCOUNTS.

The Seller has credited to each Borrower's  account all interest  required to be
paid on any Escrow Account through the Transfer Date. The Seller will provide to
the Buyer evidence of each such payment upon the Buyer's request. If required by
the Applicable  Requirements,  the Seller has implemented  backup withholding of
interest accrual on each such Escrow Account, and the Seller will provide to the
Buyer evidence of each such backup withholding on or before the Transfer Date.

6.30.  PAYOFF STATEMENTS.

Each Mortgage Loan payoff and assumption  statement  provided by the Seller or a
Prior  Servicer to a  Mortgagor,  Borrower,  or his/her  agent was  complete and
accurate.

6.31. CUSTODIAL ACCOUNTS WITH T&I.

There are Custodial Accounts containing T&I funds for each Mortgage Loan that is
required by an  applicable  Investor to have such funds held in such a Custodial
Account.  All T&I funds (whether voluntary or required by an Investor) have been
created and maintained in compliance,  in all material  respects,  with: (a) the
applicable Guide, (b) the applicable Investor's  requirements,  (c) the Mortgage
Documents, and (d) Applicable Requirements.  Each Custodial Account contains T&I
funds in the proper amount.  Without limiting the above, the Seller has credited
to each  Borrower's  account all interest  required to be paid on any  Custodial
Account  through the  applicable  Transfer Date. The Seller shall provide to the
Buyer  evidence of each such  payment upon the Buyer's  request.  If required by
Applicable  Requirements,  the  Seller has  implemented  backup  withholding  of
interest accrual on T&I funds within a Custodial  Account,  and the Seller shall
provide to the Buyer  evidence of each such backup  withholding on or before the
applicable Agreement Date. The Seller has complied with Applicable Requirements,
including, but not limited to, the Real Estate Settlement Procedures Act and its
implementing  Regulation  X with  respect to the  establishment  of T&I within a
Custodial Account.

6.32.  ESCROW ANALYSIS.

The Seller has: (a) analyzed the payments into each Escrow Account, (b) analyzed
the disbursements from each Escrow Account, (c) made the appropriate adjustments
to each Escrow  Account that has a deficiency or surplus,  and (d) performed any
additional  analysis and made any  additional  adjustments as may be required by
the Applicable Requirements.

6.33.  Bi-Weekly Mortgages.

Except as disclosed by the Seller to the Buyer,  there are no bi-weekly Mortgage
Loans relating to the Servicing Rights.

6.34.  Pledged Accounts.

There  are no  pledged  accounts  relating  to a  Mortgage  Loan  that  must  be
maintained  or  administered  by the  Buyer  except  for a pledged  account  (a)
relating to a Mortgage Loan without an Escrow  Account;  and (b) the proceeds of
which may, but need not be, used by the Servicer to pay for any  deficiency in a
real  estate  tax  payment  that  otherwise  would have been paid from the funds
contained in such Escrow Account.

6.35.  Pool Balance.

The principal balances  outstanding and owing on the Mortgage Loans in each Pool
are greater than or equal to the amounts  owing to the  security  holders of the
related MBS or PC.

6.36. BUYDOWN FUNDS.

For each  Mortgage  Loan with a Buydown,  the Seller has  deposited  the Buydown
funds into the Escrow  Account and  supplemented  the  Borrower's  Mortgage Loan
payments in accordance with the related Buydown agreement and applicable Guide.

6.37.  Seller's Statements Are True And Accurate.

No  representation,  warranty,  or written  statement made by the Seller in this
Agreement or in any exhibit,  schedule,  written statement, or certificate given
to  the  Buyer  in  connection  with  the  transactions   contemplated  by  this
Agreementincluding, but not limited to, the magnetic tape provided by the Seller
to  Cohane  Rafferty  Securities,  Inc,  contains  or will  contain  any  untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary to make the statements in this Agreement or in any of such  statements
and certificates not misleading.

6.38.  Seller's Books and Records.

The Seller's books, records, and accounts relating to the Mortgage Loans are and
shall continue to be maintained in accordance with all Applicable Requirements.

6.39. Soldiers' and Sailors' Civil Relief Act of 1940.

Each of the  Mortgage  Loans,  the terms of which have been  adjusted due to the
Soldiers' and Sailors'  Civil Relief Act of 1940,  as amended,  is identified in
accordance  with the  instructions  set forth in Exhibit B to this Agreement and
segregated  by investor and  accounting  group.  Each  Mortgage Loan that is the
subject of a  Borrower's  request  for an  adjustment  under the  Soldiers'  and
Sailors'  Civil Relief Act of 1940,  as amended,  is  separately  identified  in
accordance  with  the  Transfer  Instructions  set  forth in  Exhibit  B to this
Agreement.

6.40.  Fraud.

No Mortgage  has been  originated  through  any type of fraud or deceit,  by the
Seller, the Borrower, Prior Originator, or any other third party.

6.41.  Social Security Numbers.

The Seller has complied with all Internal Revenue Service requirements  relating
to or arising out of the  procurement of a Social  Security  number.  The Social
Security  numbers  ascribed to the  Borrower in any  document  contained  in the
Servicing File is such Borrower's true and correct Social Security number.

6.42.  Wisconsin Taxes.

Each Mortgage Loan pertaining to a Mortgaged  Property  situated in the state of
Wisconsin is identified in accordance with the Transfer  Instructions  set forth
in Exhibit B to this  Agreement by Mortgage  Loan account  number and by the tax
payment option selected by the Borrower.

6.43 FORFEITURE UNDER CONTROLLED SUBSTANCE LAWS.

There is or will be no forfeiture of any Mortgaged Property to the United States
under 21 U.S.C. ss.881 or to any other governmental entity,  including,  but not
limited to, any state or municipality under any comparable state or local law by
reason that: (i) the Mortgaged Property is proceeds traceable to an exchange for
a controlled  substance,  (ii) the Mortgage Property was purchased with proceeds
traceable  to an  exchange  for a  controlled  substance,  (iii)  the  Mortgaged
Property was used and was intended to be used to facilitate  the commission of a
violation of 21 U.S.C.  section 841, and/or (iv) the Mortgaged Property was used
in a manner violating a state or local law comparable to 21 U.S.C.  section 841,
such that the Buyer cannot prevail in asserting an "innocent  owner" defense due
to the acts or  omissions  of the Seller or any Prior  Originator  of a Mortgage
Loan.

6.44. REFINANCING.

The Seller has not represented or promised to any Borrower that the Seller would
refinance  the  Borrower's  Mortgage  Loan at any  time  after  the  date of the
Offering Letter.

6.45. WAREHOUSE LOANS.

Each  Warehouse  Loan is eligible for sale and delivery to an Investor and shall
be sold and delivered to such Investor.

6.46.  WARRANTIES SURVIVE.

The Seller agrees that all warranties and  obligations  under this Agreement are
perpetual and will survive the termination of this Agreement.


<PAGE>







                                   ARTICLE 7.
                     SELLER'S REPRESENTATIONS AND WARRANTIES
                WITH RESPECT TO SERVICING RIGHTS AND SECURITIES.




<PAGE>


The Seller  represents  and warrants to the Buyer with respect to the  Servicing
Rights and the Securities that, as of the Transfer Date:

7.1.  Good And Marketable Title.

The Seller owns and has good and  marketable  title to the Servicing  Rights and
all related Custodial Accounts, and has the complete right and power to transfer
the Servicing Rights to the Buyer, free and clear of all liens, claims, charges,
defenses, offsets, and encumbrances, including, but not limited to, those of the
Seller or any Prior Servicer arising by, through, or under the Seller, any Prior
Originator,  or Prior Servicer. The Seller is not obligated either contractually
or otherwise to sell the Servicing Rights to any other person or entity.

7.2.  No Encumbrances.

The transfer of the Servicing Rights by the Seller to the Buyer will be free and
clear of any and all adverse claims and encumbrances,  and there has been and is
no assignment,  sale, or hypothecation  thereof,  except as contemplated by this
Agreement.

7.3.  LOANS PROPERLY SERVICED.

All Mortgage Loans and related  Escrow  Accounts have been serviced at all times
in accordance with the Applicable Requirements.

7.4.  ALL REPORTS FILED.

The  Seller  and all Prior  Servicers  have filed all  reports  required  by all
Applicable Requirements.

7.5.  No Accrued Liabilities.

The Seller has no accrued  liabilities  relating  to the  Mortgage  Loans or the
Servicing  Rights,  and there are no  circumstances  under  which  such  accrued
liabilities  will  arise  against  the  Seller  or the  Buyer  with  respect  to
occurrences  before  the  Transfer  Date.  The  Seller  will  pay  any  and  all
termination  fees  relating to the transfer of the  Servicing  Rights under this
Agreement.

7.6.  COMPLIANCE WITH CONTRACTS AND AGENCY AGREEMENTS.

The Seller has complied with all of the terms and  obligations  of all contracts
to which the Seller is a party, and with all Applicable  Requirements that might
affect any of the  Servicing  Rights  and/or the  Mortgage  Loans.  No event has
occurred or is continuing  that under the  provisions of any Investor  Servicing
Agreement,  Guide,  or any other  document or agreement,  but for the passage of
time or the  giving of notice,  or both,  would  constitute  an event of default
thereunder.  The Seller has not received any notice or other information from an
Investor that it has or intends to terminate an Investor Servicing  Agreement or
requires the sale,  substitution,  or withdrawal of a Mortgage  Loan. The Seller
has not done or failed to do any act or thing that may  materially and adversely
affect the Servicing Rights.

7.7.  Filing Reports.

For each  Mortgage  Loan,  the Seller  has filed or will  file,  within the time
limits required by Applicable Requirements,  all required reports including, but
not limited to, reports to all governmental  agencies having  jurisdiction  over
the Servicing Rights and all reports required to be made by the Internal Revenue
Code of 1986,  as  amended.  The Seller  will  provide to each  Borrower  before
January 31, 2000 or any such earlier  date as may be required by the  Applicable
Requirements, a "year-end statement" for the period ended on the day immediately
prior to the Transfer Date, in compliance with the Applicable Requirements.  The
Seller's  "goodbye letter" (the mortgage  servicing  transfer letter required by
the Real  Estate  Settlement  Procedures  Act) will  prominently  state that the
Seller will be mailing the year-end statement to the Borrower by such date.

7.8.  Litigation.

There is no litigation,  proceeding,  or governmental  investigation  pending or
threatened,  and the Seller does not know of any basis for any such  litigation,
proceeding,  or governmental  investigation or any order, injunction,  or decree
outstanding  that  does or might  materially  and  adversely  affect  any of the
Mortgage Loans or the Servicing Rights.

7.9.  COMPLIANCE WITH LAW AND AGENCY REQUIREMENTS.

The  Seller  has not  violated  any  Applicable  Requirements  in a way that may
materially affect any of the Servicing Rights.

7.10.  No Accrued Liabilities.

[This Section Has Been Left Intentionally Blank.]

7.11.  Sole Servicer.

The Seller is the sole Servicer of the Mortgage Loans.

7.12.  Investor Servicing Agreements.

The Seller will provide to the Buyer the  Investor  Servicing  Agreements  under
which the Seller  currently is Servicing the Mortgage  Loans in accordance  with
the Transfer  Instructions set forth in Exhibit B to this Agreement.  The Seller
represents that the Investor Servicing  Agreements for each Agency is a standard
Investor Servicing  Agreements for such Agency and fully authorize the Servicing
Fee the Seller is collecting for the Mortgage Loans.

7.13.  CUSTODIAL ACCOUNT.

Each  Custodial  Account has been  established  and  continuously  maintained in
accordance with the Applicable Requirements. Each Mortgage Loan payment received
by the Seller or any Prior  Servicer has been duly  deposited in a timely manner
to the applicable Custodial Account.  Each disbursement from a Custodial Account
has been made in accordance with the Applicable Requirements.

7.14.  Conduct of the Seller's Business Pending the Transfer Date.

Between the Agreement Date and the Transfer Date: (a) the Seller's business will
only be conducted in the ordinary  course,  and (b) the Seller will preserve the
Servicing Rights.

7.15.  WARRANTIES SURVIVE.

The Seller agrees that all warranties and  obligations  under this Agreement are
perpetual and will survive the termination of this Agreement.


<PAGE>







                                   ARTICLE 8.
                                    COVENANTS






<PAGE>



8.1. TAKING NECESSARY ACTION; FURTHER ASSURANCES.

(a) Make Transactions Effective. The Buyer and the Seller shall use commercially
reasonable efforts to take all action and promptly to do all things necessary or
advisable to consummate and make effective the transactions contemplated by this
Agreement.

(b) Filings and Consents.  The Seller shall obtain  Investor  Consents under the
terms set forth in Section 3.3 above. The Buyer shall (i) as soon as practicable
after  the   Agreement   Date,   make  such  filings   relating  to   regulatory
authorizations, licenses and permits as may be required or advisable to be filed
by it in connection with the  transactions  contemplated by this Agreement,  and
(ii) use its  commercially  reasonable  efforts to consult  with and keep Seller
informed as to the status of such matters.

(c)  Seller  Will  Cooperate  With  Buyer.  The  Seller  shall  comply  with its
obligations  described in Section 3.3 above and cooperate  with the Buyer in the
preparation  of all  filings  described  in  subparagraph  (b) above,  including
providing any information as the Buyer may reasonably request.

(d) Execute Further  Instruments.  The Buyer and the Seller shall cooperate with
each other, and execute and deliver,  or use commercially  reasonable efforts to
cause to be  executed  and  delivered,  all such  other  instruments,  including
instruments of conveyance, assignment and transfer, and to make all filings with
and to obtain all approvals and consents, and take all such other actions as any
party may request of the other from time to time,  consistent  with the terms of
this  Agreement,  in order to  effectuate  the  provisions  and purposes of this
Agreement and the transactions contemplated hereby.

(e) Take Further  Actions.  After the Agreement Date, the Seller shall take such
additional  actions as may be  necessary to fully vest in the Buyer the full use
and enjoyment of the Servicing  Rights,  including  execution of any  additional
documents  evidencing transfer of title and obtaining any requisite consent from
any of the Seller's  Affiliates to the  assignment to the Buyer of any agreement
necessary or  appropriate to effectuate the  transactions  contemplated  by this
Agreement.

8.2. CONDUCT OF BUSINESS.

During the period from the  Agreement  Date to the  Transfer  Date,  the Seller,
jointly and severally, agrees that:

(a)  Maintain  Business.  Except to the  extent  that the Buyer  provides  prior
written consent to do otherwise, or except as expressly permitted or required by
this  Agreement,  the Seller shall (i) maintain its corporate  existence in good
standing,  (ii) maintain the general character of its residential  mortgage loan
business  and  conduct  such  business  in  a  commercially   reasonable  manner
consistent  with past practice,  (iii) maintain  proper  business and accounting
records relative to its mortgage servicing business, and (iv) maintain presently
existing  insurance  coverages  with respect to the Servicing  Rights and to its
mortgage servicing business;

(b) No Termination of Investor Servicing  Agreements.  Without the prior written
consent  of the Buyer or except  as  expressly  permitted  or  required  by this
Agreement, the Seller shall not terminate any Investor Servicing Agreement.

8.3. SOLICITATION FOR REFINANCES.

With respect to the rights of the parties to solicit Mortgagors for products and
services, the Seller and the Buyer shall have the same rights and obligations as
are set forth in the  Marketing  Agreement  entered into by and between Bank One
Corporation (formerly known as Banc One Corporation) and HomeSide International,
Inc.  (formerly known as HomeSide,  Inc.) as of April 1, 1998, as may be amended
from time to time, as if the Buyer,  the Seller and such Mortgage Loans were the
subject of such Marketing Agreement

8.4. FINAL CERTIFICATION AND RECERTIFICATION.


(a) Seller's  Obligations.  Prior to the  applicable  Transfer  Date, the Seller
shall obtain in a timely manner the final  certification or  recertification  of
any Pool with a deadline for final  document  certification  or  recertification
that occurs on or before the  Agreement  Date.  Seller shall provide and pay the
cost of any letter of credit  required  by GNMA for the final  certification  or
recertification of the Servicing.

(b) Buyer's Obligations.  The Buyer shall use commercially reasonable efforts to
obtain in a timely manner the final certification or recertification of any Pool
with a deadline for final certification or recertification that occurs after the
Agreement Date,  including the recertification of Pools relating to the transfer
of the Servicing  Rights to the Buyer. The Seller shall provide and pay the cost
of any  letter  of  credit  required  by GNMA  for the  final  certification  or
recertification of the Servicing.


8.5.  POWER OF ATTORNEY.

The  Seller  irrevocably  constitutes  and  appoints  the  Buyer  and  its  duly
authorized officers as the Seller's agent and  attorney-in-fact  coupled with an
interest, to endorse checks and other instruments of payment with respect to the
Mortgage Loans.

8.6.  CONFIDENTIALITY.

The Seller and its  Affiliates  shall not at any time after the  Agreement  Date
make use of or  disclose  to any  person any  information  of a  proprietary  or
confidential  nature relating to the Servicing  Rights,  except such information
may be  disclosed  (a) where  necessary,  to any person in  connection  with the
obtaining  of the  consents  contemplated  or  required  by the  terms  of  this
Agreement,  (b) if required by court order,  decree or any  applicable  law, (c)
during the course of or in connection with any litigation or claims with respect
to  obligations  or  liabilities  relating to the Servicing  Rights as conducted
prior  to  the  Agreement  Date,   including  any  governmental   investigation,
arbitration  or other  proceeding  in connection  therewith,  (d) if required in
connection with any regulatory,  governmental or related investigation,  inquiry
or proceeding or any regulatory  compliance  requirements imposed upon Seller or
any of its Affiliates or (e) to credit rating agencies.

Except as  contemplated  by the terms of this  Agreement or as may  otherwise be
required  by  law,  neither  Seller  nor  Buyer,  nor  any of  their  respective
Affiliates,  will disclose the terms of this Agreement to any person not a party
to this Agreement (other than Affiliates,  who shall be bound by this provision.
The Seller and the Buyer  shall  consult  with each other  prior to issuing  any
press release relating to the transactions contemplated by this Agreement.

8.7. WAREHOUSE LOANS.

The Seller  shall cause the  servicing  fee for a  Warehouse  Loan to be no less
than:

(a) 0.25% for fixed rate Conventional Loans;

(b) 0.25% for  adjustable  rate  Conventional  Loans with an initial  fixed rate
period greater than or equal to five (5) years;

(c) 0.375% for  adjustable  rate  Conventional  Loans with an initial fixed rate
period less than five (5) years; and

(d) 0.44% for FHA Loans and VA Loans.

8.8. MICHIGAN TAXES.

The Buyer  shall use  commercially  reasonable  efforts to pay before the end of
each calendar year each tax bill for which (a) the related Mortgaged Property is
situated in the State of Michigan;  and (b) the applicable  taxing authority has
issued such bill to the Buyer or its designee at least thirty (30) days prior to
the end of each calendar year.

<PAGE>








                                   ARTICLE 9.
                CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATIONS.




<PAGE>



The Buyer's  obligations under this Agreement are subject to the satisfaction of
each of the following conditions:

9.1.  INSPECTION AND VERIFICATION.

The Buyer has the opportunity to inspect and review the Seller's books, records,
accounts, quality control policies and procedures, and underwriting policies and
procedures  relating to the Mortgage  Loans and Pools at least fifteen (15) days
before the  Agreement  Date.  Such books,  records,  accounts,  quality  control
policies and procedures,  and underwriting  policies must be satisfactory to the
Buyer.

9.2.  CORRECT REPRESENTATIONS AND WARRANTIES.

Each of the Seller's representations and warranties under this Agreement is true
and correct as of the date of this Agreement, and remains true and correct as of
the Agreement Date and the Transfer Date.

9.3.  SELLER COMPLIES WITH each OBLIGATION.

The Seller has complied with and performed each term, covenant, and condition of
this Agreement applicable to the Seller.

9.4.  investor Approvals.

The Seller will,  at its sole  expense,  obtain the approval of each Investor to
transfer the Servicing Rights from the Seller to the Buyer under this Agreement.

9.5.  Corporate RESOLUTIONS.

The Seller will  deliver to the Buyer  before the  Agreement  Date a copy of the
Seller's  corporate  resolution  approving  the  execution  and delivery of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement,  together with such other  officer's  certificates,  certificates  of
incumbency  and  other  evidences  of  corporate  authority  as the Buyer or its
counsel may reasonably request.

9.6.  Legal opinion.

The  Seller  will  provide  an opinion of counsel to the Buyer as of the date of
this  Agreement  and the  Agreement  Date.  Such  opinion  will  be in form  and
substance satisfactory to the Buyer and its counsel, and will provide that:

(a)  The Seller is a Corporation,  duly organized, validly existing, and in good
     standing under the laws of the jurisdiction in which it was organized,  and
     has all  requisite  corporate  power to enter  into this  Agreement  and to
     consummate the transactions contemplated by this Agreement;

(b)  This  Agreement has been duly  authorized,  executed,  and delivered by the
     Seller and, assuming the due authorization,  execution, and delivery by the
     Buyer, is a legally valid and binding  obligation of the Seller enforceable
     in accordance with its terms,  except as such enforceability may be limited
     by (i) applicable bankruptcy,  reorganization,  insolvency, moratorium, and
     other laws affecting creditors' rights or debtors' obligations from time to
     time in  effect,  and (ii)  the  availability  of the  remedy  of  specific
     performance or injunctive relief or any other equitable remedy;

(c)  To the  knowledge  of such  counsel,  with the  exception  of the  lawsuits
     identified on Exhibit E, there are no legal  actions  pending or threatened
     that would or might affect the Servicing  Rights or the Seller's ability to
     transfer the same or to consummate the  transactions  contemplated  by this
     Agreement; and

(d)  The Seller has the right and authority to transfer the Servicing  Rights as
     contemplated by this Agreement,  subject to Investor approval,  and, to the
     knowledge  of such  counsel,  no other  entity  has any  right in or to the
     Servicing  Rights.  There  are no liens,  claims,  or  encumbrances  on the
     Servicing Rights. The transfer,  assignment,  and delivery of the Servicing
     Rights  and of the Escrow  Accounts  in  accordance  with the terms of this
     Agreement  will vest in the Buyer all rights as Servicer  free and clear of
     any and all claims,  charges,  defenses,  offsets,  and encumbrances of any
     kind or nature whatsoever.

Such opinion of counsel shall be prepared by the Seller,  reasonably  acceptable
to the Buyer, and set forth in Exhibit F to this Agreement.

9.7.  UCC Releases.

The Seller  will  provide  the Buyer with a release of each lien  executed  by a
secured  party  that  has a lien on the  Servicing  Rights.  Each  release  will
specify:  (a) that each such lien has been terminated,  (b) the name and address
of the  debtor,  (c) the name and  address of the  secured  party,  (d) the file
number of the financing  statement,  and (e) the funds necessary to release such
lien in all locations where the lien has been recorded.

9.8.  Escrow AND CUSTODIAL ACCOUNTS.

The Buyer will receive a written  confirmation  of the Seller's wire transfer of
the Escrow Account and Custodial Account balances, suspense balances, and hazard
insurance  loss  draft  balances  in the manner  described  in Exhibit B to this
Agreement.

9.9.  No Material Adverse Change.

There  will not have  been any  material  adverse  change  in the  Seller or the
Servicer (financial or otherwise), the Servicing Rights, the Mortgage Loans, the
Escrow Accounts,  or Seller's relationship with, or authority from, an Investor,
or the value or marketability of the Servicing Rights.

9.10.  No Actions.

With the exception of the lawsuits  identified on Exhibit E, there will not have
been commenced or threatened any action,  suit, or proceeding against the Seller
that may  materially  or adversely  affect the  Servicing  Rights,  the Mortgage
Loans, the Escrow Accounts, and/or the transactions contemplated hereby.

9.11. GUARANTY.

This  Agreement  shall be guaranteed by NBD Bank under a guarantee  agreement in
the form of Exhibit K.

9.12. signed fnma letter.

The Seller shall have  received  and provided to the Buyer a signed  letter from
FNMA setting forth the  relationships  and liabilities of FNMA, the Seller,  and
the Buyer with respect to the Rapid Reply Loans, the substance of which shall be
mutually acceptable to the Buyer and the Seller.

9.12. REGULATORY APPROVALS.

Each regulatory  authorization,  license, permit or third party consent that, in
the opinion of counsel  for the Buyer,  are  necessary  or  appropriate  for the
consummation of the transactions contemplated by this Agreement, shall have been
obtained  without the  imposition  of any  condition  that would have a material
adverse  effect or be  unreasonably  burdensome  to the  business  or  condition
(financial  or  otherwise)  of the  Buyer  or any of  its  Affiliates,  and  any
applicable  waiting  period  shall  have  expired or been  terminated  as of the
Agreement Date or the applicable Transfer Date, as applicable.


<PAGE>







                                   ARTICLE 10.
                CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS.






<PAGE>



The Seller's obligations under this Agreement are subject to the satisfaction of
each of the following conditions:

10.1.  CORRECT REPRESENTATIONS AND WARRANTIES.

Each of the Buyer's  representations and warranties under this Agreement is true
and  correct  and  remains  true and  correct as of the  Agreement  Date and the
Transfer Date.

10.2.  BUYER COMPLIES WITH each OBLIGATION.

The Buyer has complied with each term, covenant, and condition of this Agreement
applicable to the Buyer as of the Transfer Date.



<PAGE>







                                   ARTICLE 11.
                         REPURCHASE AND INDEMNIFICATION.






<PAGE>



11.1  REASONS FOR REPURCHASE.

In addition to and not in lieu of the Buyer's  rights to be  indemnified  by the
Seller under Section 11.5.  below,  the Seller shall  repurchase a Mortgage Loan
(or the related  Mortgaged  Property if the Mortgage  Loan has been  foreclosed)
from the Buyer if any of the following occurs:

11.1.1. Investor Requires Buyer to Repurchase. An Investor requires the Buyer to
repurchase  the  Mortgage  Loan from the Investor in  connection  with a fact or
circumstance pertaining to the period prior to the applicable Transfer Date.

11.1.2.   Basis   for   Indemnification.   There   exists  a  basis  to   demand
indemnification  under Section 11.5 below that materially and adversely  affects
the value or marketability of the related Mortgage Loan or Servicing Rights.

11.2.  Appeal and Cure Period.

11.2.1.  Buyer Will Notify the  Seller.  If an  Investor  requires  the Buyer to
repurchase  any  Mortgage  Loan from the Investor in  connection  with a fact or
circumstance pertaining to the period prior to the applicable Transfer Date, the
Buyer will notify the Seller in writing of such  repurchase  requirement  within
five (5) Business Days after receiving such repurchase requirement.  The Buyer's
failure  to give such  notice to the Seller  within  such time  period  will not
relieve the Seller of its repurchase  obligations unless such failure materially
and adversely  prejudices the Seller's  rights to appeal such  repurchase to the
applicable Investor and the Seller provides the Buyer with satisfactory evidence
that the Seller would have been able to successfully  appeal such repurchase but
for the Buyer's delay in providing such notice to the Seller.

11.2.2.  Collection  and  Payment  History.  The Buyer  will  give the  Seller a
collection and payment history for each such Mortgage Loan and other information
reasonably requested by the Seller to review the basis for such demand..

11.2.3.  Seller's  Appeal.  The  Seller may  appeal to the  Investor  at its own
expense within a reasonable  time, but not in excess of the time provided by the
Investor to the Buyer. If the Investor does not accept such appeal,  Seller will
repurchase  the  Mortgage  Loan within the time period set forth in Section 11.4
below.

11.3.  Repurchase Price.

11.3.1. How Repurchase Price is Calculated. If the Seller repurchases a Mortgage
Loan from the Buyer, the Seller will pay to the Buyer an amount equal to:

(a)  the  unpaid  principal  balance  of the  Mortgage  Loan  as of the  date of
     repurchase  or,  in  the  case  of  a  Mortgaged  Property,   the  date  of
     foreclosure; PLUS

(b) accrued  interest to the date of the  repurchase of the Mortgage Loan by the
Seller from the Buyer, PLUS

(c)  for the first five (5) years after the  Transfer  Date,  an amount equal to
     the  Purchase  Price  Percentage  multiplied  by the  then  current  unpaid
     principal balance of the Mortgage Loan, PLUS

(d)  any normal and reasonable costs and expenses incurred by the Buyer relating
     to or arising out of such  repurchase,  including,  but not limited to, any
     and all  out-of-pocket  expenses,  negative  escrows,  and Advances made on
     behalf of an Investor.

11.3.2.  Assign  Loans  to the  Seller.  With  respect  to  each  Mortgage  Loan
repurchased by the Seller from the Buyer:

(a) the Buyer shall initiate  electronic  transmission  to MERS  identifying the
Seller as the owner of such  Mortgage  Loans after the Buyer has  received  such
payment described in Section 11.3.1 above from the Seller;

(b) the Seller shall  participate in the MERS program to the extent necessary to
facilitate  the  re-Assignment  of  Mortgage  Loans from the Buyer to the Seller
under the terms of this Article 11; and

(c) at the  Seller's  option,  the Buyer shall  service such  Mortgage  Loans on
behalf of the Seller under the terms of a Mortgage Loan  Subservicing  Agreement
to be entered into by and between the Buyer and the Seller.

11.4.  timing for repurchases.

The Seller will complete each repurchase transaction for each Mortgage Loan that
the Seller is required to repurchase under this Agreement no later than ten (10)
Business  Days  after  the  Seller  has  received   notice  of  such  repurchase
requirement  from the Buyer,  or, in the event of an appeal under Section 11.2.3
above,  no later than ten (10) Business Days after the applicable  Investor does
not accept such appeal.

11.5.  SELLER'S INDEMNIFICATION.

11.5.1.  In General.  The Seller shall indemnify the Indemnified  Buyer Entities
and hold each of them harmless from and against, and shall assume liability for,
any and all Damages suffered,  paid, or incurred by any Indemnified Buyer Entity
resulting from:

(a) Any  misrepresentation  made by the Seller in this  Agreement or any initial
information provided to the Buyer;

(b)  Any  breach  by  the  Seller  of any of  the  Seller's  representations  or
warranties under this Agreement;

(c) Any act,  or failure  to act or perform  any term,  covenant,  condition  or
obligation of the Seller under this Agreement;

(d)  Any and  all  losses  incurred  as a  result  of a VA No Bid in  excess  of
     $100,000 in the aggregate,  including,  but not limited to, a VA Buydown in
     lieu of such VA No-Bid,  where,  within two (2) years  after the  Agreement
     Date the VA elects a No Bid a notifies the Buyer of such  election,  or the
     Buyer  makes a VA  Buydown;  provided  that the  Buyer,  when  commercially
     reasonable, has mitigated its relevant Damages by using a VA Buydown;

(e) Damages  relating to or arising out of any Recourse  feature of any Mortgage
Loan or Servicing Rights;

(f) Any Investor demand for indemnification  relating to an error or omission of
the Seller or Prior Originator;

(g) Damages relating to or arising out of any HUD Repo Loan or VA Repo Loan; or

(h)  Damages  of (x)  $2,000  for each FHA Loan or VA Loan that is a  Delinquent
     Loan, and (y) $500 for each  Conventional  Loan that is a Delinquent  Loan,
     provided,  however,  that nothing in this  subparagraph (h) shall affect in
     any way the Buyer's right to  indemnification  under any other provision of
     this Agreement.

11.5.2.  Cumulative  Remedy.  The Buyer's  indemnification  rights under Section
11.5.1 above are in addition to and not in limitation of the Seller's repurchase
obligations  in  Article 5 above,  any other of the  Buyer's  rights  under this
Agreement,  and any other  remedies that may be available to the Buyer at law or
in equity.

11.5.3.  Indemnification Procedure. The Seller's indemnification procedure shall
be as follows:

(a)  Claim Notice. If an Indemnified Buyer Entity believes that a claim or other
     circumstance  exists that has given or may  reasonably  be expected to give
     rise to a right of indemnification under this Section 11.5, the Indemnified
     Buyer Entity shall promptly give a Claim Notice to the Seller.  The Buyer's
     failure to give a Claim Notice to the Seller will not relieve the Seller of
     its  obligation  to indemnify  the  Indemnified  Buyer  Entity  unless such
     failure materially prejudices the Seller's rights or increases the Seller's
     liability  relating to the  underlying  claim.  In such case,  the Seller's
     obligation  to indemnify  the Buyer will be reduced only by the amount that
     the Seller  actually has been  damaged by the  Indemnified  Buyer  Entity's
     failure to provide the Claim Notice.

(b)  Third Party Claims.  If any claim by an Indemnified Buyer Entity relates to
     a claim against the Indemnified  Buyer Entity by a third party,  the Seller
     may elect at any time to negotiate a settlement  of such claim or to defend
     such claim at the Seller's own cost  (subject to the last  sentence of this
     Section  11.5.3(b)) and with its own counsel.  The Seller's counsel must be
     satisfactory to the Indemnified Buyer Entity in its reasonable discretion.

     If,  within 30 days after an  Indemnified  Buyer  Entity gives the Seller a
     Claim Notice  relating to a third party  claim,  the Seller (i) advises the
     Indemnified  Buyer  Entity in writing  that the  Seller  will not defend or
     settle such claim,  or (ii) fails to make such an election in writing,  the
     Indemnified Buyer Entity may defend,  settle,  or pay the claim.  Until the
     Seller  makes  an  election  under  this  Section  11.5.3(b),  all  of  the
     Indemnified Buyer Entity's  reasonable costs relating to such claim will be
     Damages to be indemnified by the Seller.

     Each party shall give the other party such  assistance as may reasonably be
     requested to ensure the proper defense of such claim.

     If the Seller elects to defend such claim, the Indemnified Buyer Entity may
     at its own cost participate in such defense with the counsel of its choice.
     Such  counsel  must  be  satisfactory  to  the  Seller  in  its  reasonable
     discretion.

     Notwithstanding  the above,  the Seller shall allow the  Indemnified  Buyer
     Entity to assume part or all of such claim if the Indemnified  Buyer Entity
     reasonably  believes such assumption is necessary to assure that (i) it may
     enforce  any  Mortgage  Loan  or  Servicing  Rights,  (ii)  its  method  of
     conducting its business is not materially impaired,  (iii) its authority to
     Service or originate mortgage loans is not materially impaired, or (iv) its
     reputation,   goodwill  and/or  financial   condition  are  not  materially
     impaired.

     Neither the Seller nor the Indemnified Buyer Entity is authorized to settle
     or dispose of a claim of more than $5,000 without the other party's written
     consent, which shall not be unreasonably withheld.

11.5.4. Allocation of Risk. For purposes of indemnification and repurchase under
Article 11 of this  Agreement,  the Seller's  representations  and warranties in
this  Agreement  shall be considered to have been made without any (a) exception
to such  representations or warranties set forth in any disclosure by the Seller
to the Buyer; or (b) limitation or  qualification as to materiality or knowledge
with respect to such  representations  and warranties.  The Buyer and the Seller
intend that the Seller will indemnify and hold harmless each  Indemnified  Buyer
Entity from and against all Damages  resulting  from (a) the failure of any such
representation or warranty to be true, correct,  and complete in any respect; or
(b) the Seller's  failure to perform any  covenant,  agreement,  or  undertaking
under this  Agreement.  The  Seller's  indemnity  shall remain in full force and
effect  regardless  of any  of the  Buyer's  investigations,  inquiries,  or due
diligences relating to this Agreement.

11.6.  BUYER'S INDEMNIFICATION.

11.6.1.  In General.  The Buyer shall indemnify the Indemnified  Seller Entities
and hold each of them harmless from and against, and shall assume liability for,
any and all Damages suffered, paid, or incurred by any Indemnified Seller Entity
resulting from:

(a)  Any breach by the Buyer of any of the Buyer's representations or warranties
     under this Agreement;

(b)  Any  failure  of the Buyer to service a Mortgage  loan in  accordance  with
     Applicable Requirements after the applicable Transfer Date; and/or

(c)  Any breach by the Buyer of any  covenant,  obligation,  or agreement  under
     this Agreement.

11.6.2.  Cumulative  Remedy. The Seller's  indemnification  rights under Section

11.6.1  above  are in  addition  to and not in  limitation  of any  other of the
Seller's  rights  under  this  Agreement,  and any  other  remedies  that may be
available to the Seller at law, or equity.

11.6.3.  Indemnification  Procedure. The Buyer's indemnification procedure shall
be as follows:

(a)  Claim Notice.  If an  Indemnified  Seller  Entity  believes that a claim or
     other  circumstance  exists that has given or may reasonably be expected to
     give  rise to a right of  indemnification  under  this  Section  11.6,  the
     Indemnified  Seller Entity shall promptly give a Claim Notice to the Buyer.
     The  Seller's  failure to give a Claim Notice to the Buyer will not relieve
     the Buyer of its  obligation  to indemnify  the  Indemnified  Seller Entity
     unless such failure  materially  prejudices the Buyer's rights or increases
     the Buyer's  liability  relating to the underlying claim. In such case, the
     Buyer's  obligation  to  indemnify  the Seller will be reduced  only by the
     amount that the Buyer actually has been damaged by the  Indemnified  Seller
     Entity's failure to provide the Claim Notice.

(b)  Third Party Claims. If any claim by an Indemnified Seller Entity relates to
     a claim against the Indemnified  Seller Entity by a third party,  the Buyer
     may elect at any time to negotiate a settlement  of such claim or to defend
     such claim at the  Buyer's own cost  (subject to the last  sentence of this
     Section  11.6.3(b)) and with its own counsel.  The Buyer's counsel shall be
     satisfactory to the Indemnified Seller Entity in its reasonable discretion.

     If,  within 30 days after an  Indemnified  Seller  Entity gives the buyer a
     Claim  Notice  relating to a third party  claim,  the Buyer (i) advises the
     Indemnified  Seller  Entity in  writing  that the Buyer  will not defend or
     settle such claim,  or (ii) fails to make such an election in writing,  the
     Indemnified  Seller Entity may defend,  settle, or pay the claim. Until the
     Buyer  makes  an  election  under  this  Section  11.6.3(b),   all  of  the
     Indemnified Seller Entity's reasonable costs relating to such claim will be
     Damages to be indemnified by the Buyer.

     Each party shall give the other party such  assistance as may reasonably be
     requested to ensure the proper defense of such claim.

     If the Buyer elects to defend such claim, the Indemnified Seller Entity may
     at its own cost participate in such defense with the counsel of its choice.
     Such  counsel  must  be   satisfactory  to  the  Buyer  in  its  reasonable
     discretion.

     Notwithstanding  the above,  the Buyer shall allow the  Indemnified  Seller
     Entity to assume part or all of such claim if the Indemnified Seller Entity
     reasonably  believes such assumption is necessary to assure that (i) it may
     enforce  any  Mortgage  Loan  or  Servicing  Rights,  (ii)  its  method  of
     conducting its business is not materially impaired,  (iii) its authority to
     Service or originate mortgage loans is not materially impaired, or (iv) its
     reputation,   goodwill  and/or  financial   condition  are  not  materially
     impaired.

     Neither the Buyer nor the Indemnified Seller Entity is authorized to settle
     or dispose of a claim of more than $5,000 without the other party's written
     consent, which shall not be unreasonably withheld.

11.6.4.  Allocation of Risk. For purposes of indemnification  under Section 11.6
of this Agreement,  the Buyer's representations and warranties in this Agreement
shall be considered to have been made without any limitation or qualification as
to materiality or knowledge with respect to such representations and warranties.
The Buyer and the Seller intend that the Buyer will  indemnify and hold harmless
each Indemnified  Seller Entity from and against all Damages  resulting from (a)
the failure of any such  representation  or warranty  to be true,  correct,  and
complete in any  respect,  or (b) the Buyer's  failure to perform any  covenant,
agreement, or undertaking under this Agreement.


<PAGE>







                                   ARTICLE 12.
                                 MISCELLANEOUS.






<PAGE>


BULK PURCHASE
12.1.  NOTICES.

All notices,  requests,  demands,  and other communications that are required or
permitted to be given under this Agreement will be in writing and will be deemed
to have been duly given if delivered  personally,  transmitted by facsimile (and
telephonically  confirmed),  mailed by  registered  or  certified  mail,  return
receipt  requested,  postage  paid,  or sent by  commercial  overnight  courier,
courier fees prepaid:

If to Buyer, to:

Mary E. St. George
First Vice President
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, FL  32256

With a copy to:

Thomas A. Hajda
Deputy General Counsel
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, FL  32256

If to Seller to:

Paul H. Swan
President
First Chicago NBD Mortgage Company
Bank One Center/Tower 14th Floor
Indianapolis, IN  46277

With a copy to:

Thomas J. Tate
General Counsel
First Chicago NBD Mortgage Company
Bank One Center/Tower 6th Floor
Indianapolis, IN  46277

or to such  other  address  as the Buyer or the Seller  will have  specified  in
writing to the other.

12.2.  EXHIBITS PART OF THIS AGREEMENT.

The Exhibits are incorporated by reference into this Agreement,  are made a part
of this Agreement, and will be binding on the Buyer and the Seller. The Exhibits
to this Agreement may not be amended or  supplemented by the Buyer or the Seller
without the prior written agreement of the other party.

12.3.  ATTORNEYS' FEES AND COSTS.

If it is determined in a judicial  proceeding that either party has failed under
any provision of this  Agreement,  and if either party will employ  attorneys or
incur other  expenses for the  enforcement,  performance,  or  observance of the
terms of this Agreement,  then said party, to the extent  permitted by law, will
be reimbursed  by the losing party,  for  reasonable  attorneys'  fees and other
out-of-pocket expenses.

12.4.  BROKERS' FEES.

Each of the Buyer and the Seller  represents  and warrants to the other that it:
(a) has  made no  agreement  to pay any  agent,  finder,  broker,  or any  other
representative,   any  fee  or  commission  in  the  nature  of  a  finder's  or
originator's fee arising out of or in connection with the subject matter of this
Agreement, except as they have otherwise disclosed in writing, and (b) is liable
for any and all such fees and commissions.

12.5.  ASSIGNMENT AND DELEGATION.

No party may assign this Agreement to any other entity without the prior written
consent of the other party; provided,  however, that the Buyer may assign and/or
delegate,  in whole or in part, any of its rights under this Agreement to any of
its affiliates or subsidiaries without the prior written consent of the Seller.

12.6.  AMENDMENT.

No amendment or  modification to this Agreement will be valid unless executed in
writing by the Buyer and the Seller.

12.7.  WAIVER.

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

12.8.  PROVISIONS SEVERABLE.

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

12.9.  GOVERNING LAW.

This  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 will be governed by the laws of the State of Florida  excluding  its conflict
of laws rules and will be deemed performable in the State of Florida.

12.10.  NO AGENCY OR JOINT VENTURE CREATED.

This  Agreement  will not be deemed to  constitute  the Buyer and the  Seller as
partners  or joint  venturers,  nor will the  Buyer or the  Seller  be deemed to
constitute the other as its agent, except as provided in Section 8.6.

12.11.  SUCCESSORS.

This  Agreement  will inure to the  benefit of and be binding  upon the  parties
hereto and their successors and assigns.  Nothing in this Agreement expressed or
implied is  intended to confer on any person  other than the parties  hereto and
their successors and assigns any rights, obligations, remedies, or liabilities.

12.12.  SECTION HEADINGS.

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

12.13.  ENTIRE AGREEMENT.

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

12.14.  COUNTERPARTS.

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

12.15.  right of setoff

The Buyer may withhold any amounts owed to the Seller, and may set off any funds
in the Buyer's  possession  against the Seller's  outstanding  obligations under
this Agreement. The Buyer may withhold such amounts and apply such funds without
demand on the Seller.

12.16.  PLURALS AND GENDER.

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

12.17. EXCLUDED AFFILIATE.

Notwithstanding  the execution and performance of this Agreement,  the Seller is
and shall remain (until such time as the Buyer and Seller may otherwise agree in
writing) an Excluded  Affiliate  under the terms of the Operating  Agreement and
agreements relating to the Operating Agreement.

IN  WITNESS  WHEREOF,  the Buyer and the  Seller,  as of the day first set forth
above,  have caused their seals to be affixed on this instrument to be signed on
their behalf by their duly authorized officers.


<PAGE>





HOMESIDE LENDING, INC.

By:  /s/ W. Blake Wilson
     -------------------------------------
W. Blake Wilson
------------------------------------------
(Print Name)

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

<PAGE>




FIRST CHICAGO NBD MORTGAGE COMPANY

By:  /s/Paul H. Swan
     -------------------------------------
Paul H. Swan
------------------------------------------
(Print Name)

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

<PAGE>



                                LIST OF EXHIBITS



Exhibit A             List of Mortgage Loans

Exhibit B             Transfer Instructions

Exhibit C             Servicing Rights Information (tape-to-tape)

Exhibit D             Interim Servicing Agreement

Exhibit E             Seller's Litigation

Exhibit F             Seller's Opinion of Counsel

Exhibit G             Acceptable Flood Service Providers

Exhibit H             [This Exhibit Has Been Left Intentionally Blank.].

Exhibit I             List of Private Investors

Exhibit J             Float Benefit Calculation Methodology

Exhibit K             Form of NBD Bank Guarantee


<PAGE>



                                    EXHIBIT A


                             List of Mortgage Loans




<PAGE>



                                    EXHIBIT B

                              Transfer Instructions
                                [To be provided]




<PAGE>





                                    EXHIBIT D

                           INTERIM SERVICING AGREEMENT
                                  Bulk Purchase


--------------------------------------------------------------------------------

     Seller Name:  
     Seller Address: 
     Type Of Business Entity: 
     Date of Agreement:
     Seller Contact Person: 
     Phone No: 
     Fax No: 
--------------------------------------------------------------------------------



<PAGE>



This Interim  Servicing  Agreement is entered into as of the date shown above by
and  between the Buyer and the  Seller,  and applies to any of the  transactions
described below.

                                    RECITALS.

1. The Buyer and the Seller have entered into a Mortgage Loan Servicing Purchase
and Sale Agreement dated the same date as this Interim Servicing  Agreement (the
"Purchase  and Sale  Agreement")  under which the Buyer will buy from the Seller
the Servicing Rights, as defined in the Purchase and Sale Agreement.

2. The Buyer  desires  that the Seller  continue  to perform the  Servicing,  as
defined  in the  Purchase  and Sale  Agreement,  on behalf of Buyer  during  the
Interim Period, as defined below.

3. The Buyer and the  Seller  desire to set forth the manner in which the Seller
will provide the Servicing during the Interim Period.

IN CONSIDERATION of the mutual promises made in this Interim Servicing Agreement
and other good and valuable consideration,  the receipt and sufficiency of which
are acknowledged, the Buyer and the Seller agree as follows:



<PAGE>





                                   ARTICLE 1.
                                  DEFINITIONS.



<PAGE>


The following  capitalized terms shall have the meanings given to them below for
purposes of this  Interim  Servicing  Agreement.  Any  capitalized  term in this
Interim  Servicing  Agreement  that is not  defined  below will have the meaning
given to it in the Purchase and Sale Agreement.

"Advances"   means  any  amount   required  or  authorized  by  the   Applicable
Requirements  to be advanced  by the Seller for a Mortgage  Loan to fund (a) P&I
shortfalls;  (b) private  mortgage  insurance  premiums,  ground  rents,  taxes,
special assessments,  hazard insurance premiums,  flood insurance premiums,  and
other Escrow Account shortfalls; (c) bankruptcy, foreclosure, and related costs;
(d) costs of preserving,  inspecting,  and/or repairing the Mortgaged  Property;
(e) costs to convey the  Mortgaged  Property to an Investor or insurer;  and (f)
costs relating to the Soldiers' and Sailors' Relief Act.

"Ancillary  Fees" means  charges for late Mortgage  Loan  Payments,  charges for
dishonored  checks,  assumption fees,  insurance  commissions and administrative
fees, and similar  charges  collected from and assessed  against the Mortgagors,
other than charges  payable to an Investor under the  applicable  Guide or other
Investor agreement.

Custodial  Account"  means a deposit  account held by the Seller in a depository
financial  institution in which the Seller holds P&I and certain other funds due
to the Agencies.

"EDP" means the Seller's electronic data processing system.

"Float  Benefit"  means  the net  economic  benefit  resulting  from  prepayment
balances and balances held in the Custodial  Accounts and Escrow  Accounts to be
calculated using the methodology set forth in Exhibit J to this Agreement.

"Interim  Period" means the period from and including the Agreement  Date to but
not including the Transfer Date.

"Interim Servicing Agreement" means this Interim Servicing Agreement.

"Interim Servicing" means the Seller's performance of Servicing functions during
the Interim Period, including, but not limited to, (a) collecting and disbursing
funds held in Escrow Accounts to pay taxes,  hazard insurance,  flood insurance,
private mortgage  insurance,  and other items as they become due, (b) collecting
and processing Mortgage Loan Payments, (c) collecting and remitting P&I payments
from the  Custodial  Account to the  Agencies,  (d)  recovering  payments  from,
handling foreclosures for, and otherwise resolving defaulted Mortgage Loans, (e)
providing delinquency notices to all applicable guarantors and/or insurers,  (f)
preparing and forwarding all  remittances  due during the Interim Period and the
month during which the Transfer Date occurs,  (g) preparing and  submitting  all
cutoff  reports  relating to the Interim  Period and the month  during which the
Transfer Date occurs,  (h) causing to be maintained for each Mortgaged  Property
any hazard insurance, flood insurance, private mortgage insurance, and any other
insurance policy required by the Applicable Requirements,  (i) enforcing any due
on sale clause  contained  in the  applicable  Mortgage  Note or Mortgage  after
obtaining any applicable  consents and, to the extent required by the Applicable
Requirements,  entering  into  assumption  agreements  with a person to whom the
Mortgaged Property will be conveyed,  (j) handling and settling losses resulting
from damage to any Mortgaged  Property and making  arrangements  to restore such
Mortgaged  Property from  insurance  proceeds,  (k)  preparing,  executing,  and
delivering  all  instruments  of  satisfaction,  cancellation,  partial  or full
release, and all other such instruments required by the Applicable  Requirements
in connection with the Mortgaged  Property,  (l) preparing and submitting claims
for insurance  benefits payable by any insurer in a manner so as to maximize the
amount of such  insurance  benefits,  (m) making any  interest  rate and payment
adjustments  required  by  the  Mortgage  Note,  Mortgage,  and  the  Applicable
Requirements,  (n) paying to Mortgagors any interest on Escrow Accounts required
by the  Applicable  Requirements,  (n)  submitting  all required  reports to the
Agencies  under the terms of the  applicable  Guide,  (o) providing to the Buyer
standard reports available under the EDP System after each Investor cutoff date,
including,  but not limited to, the month during which the Transfer Date occurs,
(p) obtaining the Buyer's prior written  consent before waiving or modifying the
terms of a Mortgage Loan except as permitted by the Mortgage Note, Mortgage, and
the  applicable  Guide,  and (q) providing  such other services as typically are
performed under the Guides and Applicable  Requirements for residential mortgage
loans similar to the Mortgage Loans.

"Interim  Servicing  Fee"  means the fee paid by the Buyer to the Seller for the
Interim Servicing under this Interim Servicing Agreement

"Losses"  means any and all losses,  claims,  damages,  penalties,  liabilities,
obligations,   judgments,   settlements,  awards,  demands,  offsets,  defenses,
counterclaims, actions, or proceedings including, but not limited to, reasonable
attorneys' fees and expenses  incurred by an indemnified  party in enforcing its
indemnification rights.

"Purchase and Sale  Agreement" has the meaning given to it above in the Recitals
to this Interim Servicing Agreement.

"Recoverable  Advances" means those Advances that the Seller or Buyer reasonably
expects to recover from Mortgagors, Agencies, insurers, or otherwise.

"Unrecoverable   Advances"  means  those  Advances  that  the  Seller  does  not
reasonably expect will be Recoverable Advances.


<PAGE>







                                   ARTICLE 2.
                             THE INTERIM SERVICING.




<PAGE>


2.1.  IN GENERAL.

The Seller will  provide the Interim  Servicing  to the Buyer during the Interim
Period.

2.2.  THE BUYER AUTHORIZES THE SELLER TO SERVICE THE MORTGAGE LOANS.

The  Buyer  grants to the  Seller  the  right to  exercise  and enjoy all of the
Buyer's rights,  powers, and privileges under the Investor Servicing  Agreements
to provide the Interim Servicing, except as otherwise provided below.

2.3.  WHEN THE SELLER WILL SERVICE THE MORTGAGE LOANS.

The Seller will  provide the Interim  Servicing  to the Buyer during the Interim
Period.

2.4.  Standard of Care.

The Seller will provide the Interim  Servicing in accordance with the Applicable
Requirements  and  with at least  the  same  standard  of care  that the  Seller
exercises when servicing mortgage loans for the Seller's own account.

2.5.  Interim Servicing Fee.

[CONFIDENTIAL TREATMENT REQUESTED]


2.6.  SELLER WILL REMIT OTHER FEES TO THE BUYER.

2.6.1.  Servicing  Fees.  Each  month,  the Seller  shall remit to the Buyer all
Servicing  Fees less the amount of: (a) the Interim  Servicing  Fee, and (b) any
guarantee fee due after the Agreement Date.

2.6.2.  Ancillary  Fees.  The Buyer shall be entitled to all Ancillary Fees from
and after the Agreement Date.

2.6.3. Float Benefits.  The Buyer shall be entitled to the Float Benefits.

2.6.4.  When Fees Must Be Remitted to The Buyer.  The  Servicing  Fees and other
fees described in Sections 2.6.1,2.6.2,  and 2.6.3 above will be remitted by the
Seller to the Buyer no later than the tenth (10th) day of the month  immediately
following the month during which the Seller collected such fees.

2.7.  CASH FLOW REPORTS.

The Seller will give the Buyer a cash flow report that  reconciles all Servicing
Fees and  incidental  fees  collected  by the  Seller  during  each month of the
Interim Servicing Period.  The Seller will give each such report to the Buyer no
later than the tenth  (10th) day of the month  immediately  following  the month
during which the Seller collected such fees.

2.8.  INVESTOR NOTIFICATIONS.

The Seller will notify each Investor in writing that the Seller will service the
Mortgage Loans during the Interim Period.  The Buyer  authorizes each applicable
Investor to communicate with, issue instructions to, accept directives from, and
otherwise deal with the Seller in the manner and to the extent  permitted  under
the Applicable Requirements.

2.9.  BUYER WILL PAY GUARANTEE FEES.

The Buyer will pay all  guarantee  fees to each  applicable  Investor  after the
Agreement Date and during the Interim Period.

2.10.  SELLER'S BOOKS AND RECORDS.

2.10.1.  Seller  will  Maintain  Books and  Records.  The Seller will create and
maintain  during the Interim Period complete and accurate  records  relating to:
(a) each Mortgage Loan and its related collections,  (b) each Pool, and (c) each
check paid to the appropriate  person  (investors,  security  holders,  etc.) as
distribution  of P&I  collected  which  records are and shall be the property of
Buyer. .

2.10.2. Buyer May Review Books and Records. The Buyer may inspect and review the
Seller's books,  records,  accounts,  Interim Servicing practices,  policies and
procedures,  and quality  control  policies  and  procedures  during the Interim
Servicing Period. Such books,  records,  accounts,  Interim Servicing practices,
policies and  procedures,  and quality  control  policies and procedures will be
satisfactory to the Buyer.

2.11.  TRANSFER MORTGAGE DOCUMENTS AND PAYMENTS TO THE BUYER AFTER THE INTERIM 
PERIOD.

At the end of the Interim Period,  the Seller will: (a) deliver to the Buyer, in
accordance with the Transfer  Instructions in Exhibit B to the Purchase and Sale
Agreement,  all Mortgage  Documents,  Servicing Files, books,  records,  and any
other  information or data relating to the Mortgage Loans and the Pools, and (b)
pay to the Buyer any Mortgage Loan payments, related collections received by the
Seller,  remaining Escrow Account balances,  and foreclosure balances due at the
end of the Interim Period.

2.12. LOSSES AND EXPENSES.

2.12.1  Buyer  Responsible  For  Direct  Costs and  Losses.  The Buyer  shall be
responsible  for all actual and direct  out-of-pocket  losses and costs directly
relating to the Servicing,  including  foreclosure  and REO property  losses and
interest shortfalls due to the timing of prepayments.  However, the Seller shall
be responsible for any losses or costs caused by the Seller's  failure to comply
with its obligations under this Interim  Servicing  Agreement and the Applicable
Requirements.

2.12.2.  Seller Must Minimize Advances and Losses. The Seller shall minimize all
Advances and Losses and maximize reimbursements for Recoverable Advances.

2.12.3.  Seller Responsible For Administrative Costs. The Seller shall be solely
responsible for direct and indirect general and administrative costs relating to
the  Servicing,   including,   but  not  limited  to,  the  Seller's  personnel,
facilities,  supplies,  postage, EDP expenses,  and litigation costs relating to
the manner in which the Seller generally performs Servicing.

2.13. INSURANCE.

The Seller shall maintain at all times during the term of this Interim Servicing
Agreement an error and omissions  insurance policy and a fidelity bond complying
with Investor requirements.


<PAGE>







                                   ARTICLE 3.
                         REPRESENTATIONS AND WARRANTIES.



<PAGE>


3.1.  BUYER'S REPRESENTATIONS AND WARRANTIES.

The Buyer represents and warrants the following to the Seller:

3.1.1  Authority and Capacity.  The execution,  delivery and  performance by the
Buyer of this  Interim  Servicing  Agreement  has been and will  remain duly and
validly  authorized by all necessary  corporate  action.  This Interim Servicing
Agreement constitutes a legal, valid, and enforceable obligation of the Buyer.

3.2. SELLER'S REPRESENTATIONS AND WARRANTIES.

The Seller represents and warrants the following to the Buyer:

3.2.1 Authority and Capacity.  The execution,  delivery,  and performance by the
Seller of this  Interim  Servicing  Agreement  has been and will remain duly and
validly  authorized by all necessary  corporate  action.  This Interim Servicing
Agreement constitutes a legal, valid, and enforceable obligation of the Seller.

3.2.2  Notice of Breach.  The Seller  will  immediately  notify the Buyer of any
failure or anticipated  failure on its part to observe and perform any warranty,
representation,  covenant, or agreement required to be observed and performed by
it as Servicer.

3.2.3  Licenses.  The Seller has and will  maintain  all  Investor  approvals or
licenses required to be held by it to perform its obligations under this Interim
Servicing Agreement and the Purchase and Sale Agreement.

3.2.4  Assistance.  The  Seller  shall  cooperate  with and  assist the Buyer as
requested by Buyer, in carrying out Buyer's covenants,  agreements,  duties, and
responsibilities  under the Sale  Agreement  and in connection  therewith  shall
execute  and deliver  all such  papers,  documents,  and  instruments  as may be
necessary and appropriate in furtherance thereof.


<PAGE>







                                   ARTICLE 4.
                                 MISCELLANEOUS.





<PAGE>


BULK AGREEMENT
4.1.  TERMINATION.

4.1.1.  Termination For Cause. The Buyer may take the actions described below in
this Section 4.1.1 if: (a) an Investor  temporarily or  permanently  suspends or
terminates the Seller's right to provide the Interim  Servicing;  (b) the Seller
breaches any of its obligations  under this Interim  Servicing  Agreement or the
Purchase and Sale  Agreement;  or (c) there is a material  adverse change in the
Seller's staff, management, financial condition, or otherwise.

If any of the events  described  above in this Section 4.1.1  occurs,  the Buyer
may: (a) terminate this Interim Servicing  Agreement  immediately without paying
any  termination fee or other  compensation;  (b) require the Seller to transfer
the Servicing Rights to the Buyer immediately; and (c) seek and recover from the
Seller any damages or losses suffered as a result of any such event.  Nothing in
this  Section  4.1.1  shall be  deemed  to limit  the  Seller's  indemnification
obligations under the Purchase and Sale Agreement.

4.1.2.  Termination When the Servicing Rights Are Transferred to the Buyer. This
Interim Servicing  Agreement will terminate on the Transfer Date with respect to
the Servicing Rights that are transferred to the Buyer on such date.

4.2.  INDEMNIFICATION.

4.2.1.  Seller's  Indemnification.  The  Seller  shall  indemnify  and  hold the
Indemnified  Buyer Entities  harmless from, and shall  reimburse the Indemnified
Buyer  Entities for, all Losses  incurred by any of them, to the extent that the
Losses  directly or indirectly  result from the Seller's  failure to observe and
perform any or all of the Seller's terms, covenants, agreements,  warranties, or
representations contained in this Interim Servicing Agreement.

4.2.2.  Buyer's  Indemnification.   The  Buyer  shall  indemnify  and  hold  the
Indemnified  Seller Entities  harmless from, and shall reimburse the Indemnified
Seller  Entities for, all Losses incurred by any of them, to the extent that the
Losses  directly or  indirectly  result from the Buyer's  failure to observe and
perform any or all of the Buyer's terms, covenants,  agreements,  warranties, or
representations contained in this Interim Servicing Agreement

4.3.  INSURANCE.

In addition to insurance  that the  Investor  Servicing  Agreements  require the
Seller to  maintain,  the Seller  shall also at its own expense  maintain at all
times during the Interim Period policies of fidelity, theft, forgery, and errors
and omissions  insuranceThe  amounts and coverages of such policies shall comply
with Applicable Requirements. .

4.4.  NOTICES.

All notices,  requests,  demands and other  communications  that are required or
permitted to be given under this Interim Servicing  Agreement will be in writing
and will be deemed to have been duly given upon the  delivery or mailing of such
notice, sent by registered or certified mail, return receipt requested,  postage
paid to the  persons  identified  in  Section  12.1  of the  Purchase  and  Sale
Agreement.

4.5.  ASSIGNMENT AND DELEGATION.

No party may assign this  Interim  Servicing  Agreement  or delegate  any of its
functions  hereunder to any other party without the prior written consent of the
other party;  provided,  however,  that the Buyer may assign and/or delegate, in
whole or in part,  any of its rights under this Interim  Servicing  Agreement to
any of its affiliates or  subsidiaries  without the prior written consent of the
Seller.

4.6.  AMENDMENT.

No amendment or modification to this Interim  Servicing  Agreement will be valid
unless executed in writing by the Buyer and the Seller.

4.7.  WAIVER.

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

4.8.  PROVISIONS SEVERABLE.

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

4.9.  GOVERNING LAW.

This Interim  Servicing  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 will be  governed  by the  laws of the  State  of  Florida
excluding its conflict of laws rules and will be deemed performable in the State
of Florida.

4.10.  NO AGENCY OR JOINT VENTURE CREATED.

This Interim Servicing  Agreement will not be deemed to constitute the Buyer and
the Seller as partners or joint  venturers,  nor will the Buyer or the Seller be
deemed to constitute the other as its agent.

4.11.  SUCCESSORS.

This  Interim  Servicing  Agreement  will inure to the benefit of and be binding
upon the  parties  hereto  and their  successors  and  assigns.  Nothing in this
Interim  Servicing  Agreement  expressed or implied is intended to confer on any
person  other than the parties  hereto and their  successors  and  assigns,  any
rights, obligations, remedies, or liabilities.

4.12.  SECTION HEADINGS.

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

4.13.  ENTIRE AGREEMENT.

This Interim Servicing Agreement and the Purchase and Sale Agreement  constitute
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 Interim Servicing Agreement.  There are no
contemporaneous oral agreements.

4.14.  COUNTERPARTS.

This Interim Servicing Agreement may be executed in multiple counterparts,  each
of which will be deemed an original.  Regardless of the number of  counterparts,
the total will constitute only one Interim Servicing Agreement.

4.15.  PLURALS AND GENDER.

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




IN WITNESS  WHEREOF,  the Buyer and the Seller  have duly  caused  this  Interim
Servicing  Agreement to be executed as of the date first  written above by their
respective officers, each duly authorized.



<PAGE>




HOMESIDE LENDING, INC.

By:                                                  


(Print Name)

Title:                                               



<PAGE>



FIRST CHICAGO NBD MORTGAGE COMPANY

By:                                                  


(Print Name)

Title:                                               




<PAGE>



52

BULK PURCHASE

                                    EXHIBIT E


                               Seller's Litigation



<PAGE>


                                    EXHIBIT F


                           Seller's Opinion of Counsel


<PAGE>


                                    EXHIBIT G

                       Acceptable Flood Service Providers






1. Flood Data Services, Inc.

2. Transamerica

3. GeoTrac

4.  Flood  Zones Inc (to the  extent,  and only to the  extent,  that the Seller
provides the Buyer with an electronic  conversion  file in a format mutually and
reasonably acceptable to the parties.



<PAGE>


                                    EXHIBIT H

                 [This Exhibit Has Been Left Intetionally Blank]




<PAGE>


                                    EXHIBIT J

1.  Calculation of Float Benefit.  Promptly after the end of each calendar month
during the Interim  Period,  the Float Benefit shall be calculated by the Seller
by multiplying  the Average Daily Balance by the Average  Monthly Float Interest
Rate.

o    The "Average  Daily  Balance"  means the sum of the actual  balances in the
     Custodial Accounts and the Escrow Accounts each day during a calendar month
     DIVIDED by the actual number of days during such calendar month.

o    The "Float Interest Rate" means LIBOR minus fifteen basis points (0.15%).

o    The "Average  Float Interest Rate" means the sum of the Float Interest Rate
     each day during a  calendar  month  DIVIDED  by the  actual  number of days
     during such calendar month.

o    "LIBOR" shall mean the London  Interbank  Offered Rate for deposits in U.S.
     dollars with maturities of thirty (30) days, as published in Bloomberg.

2.  Verification.  Concurrent with the remittance  described in Section 2.6.4 of
Exhibit D to this  Agreement,  the Seller shall provide to the Buyer any and all
bank  deposit  account  statements  relating to the  Custodial  Accounts and the
Escrow Accounts that evidence the actual daily balances therein.



                                    Exhibit K

                                    GUARANTY

         To  induce  Homeside  Lending,  Inc.  ("Homeside")  to  enter  into the
purchase of approximately  $10.9 Billion of residential  mortgage loan servicing
rights  ("Servicing  Rights")  from First  Chicago NBD  Mortgage  Company  (such
company and any  successors,  "FCNBD")  the  undersigned,  NBD Bank,  a Michigan
banking  corporation,  whose principal place of business of 611 Woodward Avenue,
Detroit, Michigan,  ("Guarantor") has determined that executing this guaranty is
in its  interest  and to its  financial  benefit.  Therefore,  Guarantor  hereby
guaranties to Homeside all  obligations of FCNBD under the Agreement,  including
but not limited to the prompt  payment of all monetary  liabilities of FCNBD and
its successors under the terms of the Mortgage Loan Servicing  Purchase and Sale
Agreement  dated March 3, 1999 (the  "Agreement").  The Guarantor will not only
pay the liabilities of FCNBD, but will also reimburse Homeside for any expenses,
including  reasonable  attorneys' fees, that Homeside may pay in collecting from
the Guarantor.  For purposes of this guaranty,  monetary  liabilities shall mean
those  liabilities of FCNBD arising under the Agreement that may be expressed as
a U.S.  Dollar  amount due and owing  Homeside  including  but not  limited  to,
FCNBD's indemnification and repurchase obligations under the Agreement.

         Homeside  shall  first make any demand  upon  FCNBD for  repurchase  or
indemnification  or to enforce  any other  rights  under the  Agreement  against
FCNBD;  however,  if  Homeside's  demand is not met  within  thirty  days of its
dispatch by Homeside,  Homeside may pursue Guarantor in addition to FCNBD in any
way or using any method that would be appropriate  under the Agreement to pursue
FCNBD  without any  requirement  to obtain any interim or final  judgment or any
order,  declaration  or  injunction  against  FCNBD.  Other than as set forth in
preceding  sentence,  Guarantor  waives  (a) any right to  require  Homeside  to
proceed  against  FCNBD,  to proceed  against or exhaust any security  held from
FCNBD,  or to pursue any other remedy in Homeside's  power  whatsoever,  (b) any
defense arising by reason of any disability of FCNBD;  or (c) all  presentments,
demands,  for  performance,  notice  of  nonperformance,  protests,  notices  of
protest,  notices of  dishonor.  Notwithstanding  the  foregoing,  Homeside  may
proceed  to  enforce  its  rights  against  Guarantor  immediately  if  FCNBD is
insolvent, subject to a proceeding in bankruptcy,  subject to a receiver, or any
proceeding has been brought by or against it for  receivership,  reorganization,
extension, liquidation or dissolution, or if FCNBD has ceased to exist.

         The  Guarantor  waives  any  right  it has  to  receive  notice  of the
following  matters before  Homeside  enforces any of its rights;  (a) Homeside's
acceptance of this guaranty,  (b) FCNBD's  default,  (c) any demand,  or (d) any
action  that  Homeside  takes  regarding  FCNBD  or  anyone  else to which it is
entitled  to by law or under any other  agreement.  HomeSide  may waive or delay
enforcing any of its rights  without losing them. No  modification  or waiver of
this  guaranty  is  effective  unless it is in  writing  and signed by the party
against whom it is being enforced.

This guaranty is governed by Michigan law.


Date:  March 3, 1999

                           NBD BANK
                           Guarantor


                           By:  /s/Paul H. Swan
                           Paul H. Swan
                           Senior Vice President