COMMERCIAL PAPER DEALER AGREEMENT,  dated as of August 31, 1998 between
HOMESIDE  LENDING,  INC.,  a  Florida  corporation  (the  "Issuer"),  and  CHASE
SECURITIES INC., a Delaware corporation ("CSI").

         The  Issuer  intends  to issue  short-term  notes  pursuant  to Section
3(a)(3) of the Securities Act of 1933, as amended (the "1933 Act").

         The Issuer  desires to enter into this  Agreement  with CSI in order to
provide for the offer and sale of such notes in the manner described here.

         The  parties  hereto,  in  consideration  of the  premises  and  mutual
covenants herein contained, agree as follows:


1.       Definitions.

         "Business  Day" shall mean any day other than a Saturday or Sunday or a
day when banks are authorized or required by law to close in New York City.

         "Company  Information"  shall  mean the  Offering  Memorandum  (defined
below),  together with, to the extent  applicable,  information  provided by the
Issuer pursuant to Section 6(b) hereof.

         "DTC" shall mean the Depository Trust Company.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.

         "Issuing and Paying  Agent" shall mean The Chase  Manhattan  Bank,  the
issuing and paying agent under the Issuing and Paying Agency  Agreement,  or any
successor thereto.

         "Issuing and Paying Agency Agreement" shall mean the issuing and paying
agency  agreement,  dated as of  September  2, 1998  between  the Issuer and the
Issuing and Paying Agent, as the same may from time to time be amended.

         "Notes"  shall  mean  short-term   promissory   notes  of  the  Issuer,
substantially  in the form of Annex A to the Issuing and Paying Agency Agreement
in the case of certificated Notes, and represented by master notes substantially
in the form of Annex B to the Issuing and Paying Agency Agreement in the case of
book-entry Notes, issued by the Issuer from time to time pursuant to the Issuing
and Paying Agency Agreement.

         "Offering  Materials" shall mean the offering materials  concerning the
Issuer  contemplated  by Section 6 hereof,  and such offering  materials as from
time to time revised or supplemented.

         "Offering  Memorandum" shall mean the offering  memorandum with respect
to the offer and sale of the Notes (including  materials  referred to therein or
incorporated by reference therein), prepared in accordance with Section 6 hereof
and provided to purchasers or prospective purchasers of the Notes, and including
all amendments and  supplements  thereto which may be prepared from time to time
in accordance with this Agreement.

         "Person" shall mean an  individual,  a  corporation,  a partnership,  a
trust, an association or any other entity.

         "SEC" shall mean the U.S. Securities and Exchange Commission, or any
successor thereto.


2.       Issuance and Placement of Commercial Paper Notes.

         (a) The Issuer  hereby  appoints CSI to act as the  Issuer's  dealer in
connection with the sale of the Notes in accordance  with the terms hereof,  and
CSI hereby accepts such appointment.  While (i) the Issuer has and shall have no
obligation to permit CSI to purchase any Notes for its own account or to arrange
for the sale of the  Notes  and (ii) CSI has and  shall  have no  obligation  to
purchase  any Notes for CSI's own  account or to arrange  for the sale of Notes,
the parties  agree that,  as to any and all Notes which CSI may  purchase or the
sale of which CSI may  arrange,  such Notes will be  purchased or sold by CSI in
reliance on, among other things, the agreements, representations, warranties and
covenants of the Issuer  contained herein on the terms and conditions and in the
manner provided for herein.

         (b) If the Issuer and CSI shall  agree on the terms of the  purchase of
any Note by CSI or the  sale of any Note  arranged  by CSI  (including,  but not
limited  to,  agreement  with  respect  to the date of  issue,  purchase  price,
principal  amount,  maturity and interest rate (in the case of  interest-bearing
Notes) or  discount  rate  thereof  (in the case of Notes  issued on a  discount
basis), and appropriate  compensation for CSI's services  hereunder) pursuant to
this Agreement,  CSI shall confirm the terms of each such agreement  promptly to
the  Issuer in CSI's  customary  form,  the Issuer  shall  cause such Note to be
issued and  delivered  in  accordance  with the terms of the  Issuing and Paying
Agency  Agreement,  and payment for such Note shall be made in  accordance  with
such Agreement.  The authentication and delivery of such Note by the Issuing and
Paying  Agent shall  constitute  the  issuance  of such Note by the Issuer.  The
Issuer shall deliver Notes signed by the Issuer to the Issuing and Paying Agent,
and instructions shall be delivered to the Issuing and Paying Agent to complete,
authenticate and deliver such Notes in the manner  prescribed in the Issuing and
Paying Agency Agreement. CSI shall be entitled to compensation at such rates and
paid in such manner as the Issuer and CSI shall from time to time agree upon and
to reimbursement for CSI's out-of-pocket costs and expenses,  including, but not
limited  to,  fees  and  disbursements  of  counsel,   in  connection  with  the
preparation of this Agreement and the transactions contemplated hereby.

         (c) The Notes  may be  issued  either  in  physical  bearer  form or in
book-entry  form.  Notes in book-entry form shall be represented by master notes
registered in the name of a nominee of DTC and recorded in the book-entry system
maintained by DTC.  References to "Notes" in this Agreement  shall refer to both
physical and book-entry Notes unless the context otherwise  requires.  The Notes
may be issued  either at a  discount  or as  interest-bearing  obligations  with
interest payable at maturity in a stated amount.

         (d) Each Note  purchased by, or the sale of which is arranged  through,
CSI hereunder shall (i) have a face amount of $100,000,  or an integral multiple
of $1,000 in excess  thereof,  (ii) have a maturity  which is a Business Day not
later than the 270th day next  succeeding such Note's date of issuance and (iii)
not contain any provision for extension, renewal or automatic "rollover".


3. Representations and Warranties of the Issuer.

         (a)      The Issuer represents and warrants as follows:

         (i) The Issuer is a duly organized and validly existing  corporation in
good  standing  under  the laws of the  state of its  incorporation  and has the
corporate  power and authority to own its property,  to carry on its business as
presently being  conducted,  to execute and deliver this Agreement,  the Issuing
and Paying  Agency  Agreement,  and the Notes,  and to perform  and  observe the
conditions hereof and thereof.

         (ii) Each of this Agreement and the Issuing and Paying Agency Agreement
has been duly and validly  authorized,  executed and delivered by the Issuer and
constitutes the legal,  valid and binding agreement of the Issuer.  The issuance
and sale of Notes by the Issuer hereunder have been duly and validly  authorized
by the Issuer and, when delivered by the Issuing and Paying Agent as provided in
the Issuing and Paying Agreement, each Note will be the legal, valid and binding
obligation of the Issuer.

         (iii) The Notes are exempt from the  registration  requirements  of the
1933 Act by reason of Section 3(a)(3) thereof, and, accordingly, registration of
the Notes under the 1933 Act will not be required. Qualification of an indenture
with  respect to the Notes under the Trust  Indenture  Act of 1939,  as amended,
will not be required in connection with the offer, issuance, sale or delivery of
the Notes.

         (iv) The  Issuer is  neither  an  "investment  company"  nor a "company
controlled  by an  investment  company"  within the  meaning  of the  Investment
Company Act of 1940, as amended.

         (v) No  consent  or action  of, or filing  or  registration  with,  any
governmental or public regulatory body or authority is required to authorize, or
is otherwise required in connection with, the execution, delivery or performance
of this Agreement, the Issuing and Paying Agency Agreement or the Notes.

         (vi)  Neither the  execution  and delivery by the Issuer of any of this
Agreement,  the  Issuing  and Paying  Agency  Agreement  and the Notes,  nor the
fulfillment of or compliance with the terms and provisions  hereof or thereof by
the Issuer, will (x) result in the creation or imposition of any mortgage, lien,
charge or  encumbrance  of any nature  whatsoever  upon any of the properties or
assets of the Issuer or (y)  violate  any of the terms of the  Issuer's  charter
documents or by-laws,  any contract or instrument to which the Issuer is a party
or by which it or its property is bound, or any law or regulation, or any order,
writ,  injunction  or decree of any court of  governmental  instrumentality,  to
which the Issuer is subject or by which it or its property is bound.

         (vii) There are no actions, suits, proceedings,  claims or governmental
investigations  pending or threatened  against the Issuer or any of its officers
or  directors  or any  persons  who  control  the Issuer  (within the meaning of
Section 15 of the 1933 Act or Section  20 of the  Exchange  Act) or to which any
property of the Issuer is  subject,  which could in any way result in a material
adverse  change in the condition  (financial  or  otherwise)  of the Issuer,  or
materially  prevent or interfere  with, or materially  and adversely  affect the
Issuer's  execution,  delivery or  performance  of, any of this  Agreement,  the
Issuing and Paying Agency Agreement and the Notes.

         (viii) The initial  Offering  Materials do not, and any  amendments  or
supplements  thereto and any subsequent Offering Materials and any amendments or
supplements thereto will not, contain any untrue statement of a material fact or
omit to state a material  fact  necessary in order to make the  statements  made
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

         (b)  Each   issuance  of  Notes  by  the  Issuer   shall  be  deemed  a
representation and warranty by the Issuer to CSI, as of the date thereof,  that,
both before and after giving effect to such  issuance,  (i) the  representations
and  warranties  of the Issuer set forth in Section 3(a) hereof  remain true and
correct on and as of such date as if made on and as of such date  (except to the
extent such representations and warranties expressly relate solely to an earlier
date); (ii) the corporate  resolutions and certificate of incumbency referred to
in Section 5 hereof  remain  accurate and in full force and effect;  (iii) since
the date of the most  recent  Offering  Materials,  there  has been no  material
adverse change in the financial  condition or operations of the Issuer which has
not been  disclosed to CSI in writing;  and (iv) the Issuer is not in default of
any of its obligations hereunder,  under the issuing and Paying Agency Agreement
or under any Note.




<PAGE>


4. Covenants and Agreements of the Issuer.

                  (a) Without the prior written consent of CSI, the Issuer shall
not permit to become effective any amendment,  supplement,  waiver or consent to
or under the Issuing and Paying Agency Agreement.  The Issuer shall give to CSI,
at least 60 Business Days prior to the proposed  effective date thereof,  notice
of any proposed amendment,  supplement,  waiver or consent under the Issuing and
Paying Agency  Agreement.  The Issuer shall provide to CSI,  promptly  after the
same is  executed,  a copy of any  amendment,  supplement  or written  waiver or
consent  covered by the notice  requirements  of this Section  4(a).  The Issuer
further  agrees to furnish prior written  notice to CSI, as soon as possible and
in any  event at  least 60 days  prior to the  effective  date  thereof,  of any
proposed  resignation,  termination  or  replacement  of the  Issuing and Paying
Agent.

                  (b) The Issuer shall, whenever there shall occur any change in
the Issuer's financial condition or any development or occurrence in relation to
the Issuer that would be material to the holders of Notes or  potential  holders
of Notes,  promptly, and in any event prior to any subsequent issuance of Notes,
notify CSI (by telephone,  confirmed in writing) of such change,  development or
occurrence.

                  (c) The Issuer  covenants  and agrees with CSI that the Issuer
will promptly furnish to CSI a copy of any notice,  report or other information,
relating  to the Notes  delivered  to or from  rating  agencies  then rating the
Notes.

                  (d) Without  limiting any obligation of the Issuer pursuant to
this Agreement to provide CSI with credit and financial information,  the Issuer
hereby  acknowledges  and  agrees  that  CSI may  share  and  exchange  Offering
Materials  and any other  information  or matters  relating to the Issuer or the
transactions  contemplated  hereby with The Chase Manhattan  Corporation and its
subsidiaries,   including   The  Chase   Manhattan   Bank,   in  the   following
circumstances:  (1) for approving lines of credit or borrowings thereunder,  and
(2) in connection with commercial paper underwriting or placement.

                  (e) The  proceeds  from the sale of Notes  will be used by the
Issuer for "current  transactions"  within the meaning of Section 3(a)(3) of the
1933 Act.

                  (f) The Issuer agrees  promptly from time to time to take such
action as CSI may reasonably  request to qualify the Notes for offering and sale
under the securities laws of such jurisdictions as CSI may request and to comply
with such laws so as to permit the  continuance of sales and resales therein for
as long as may be necessary to complete the  transactions  contemplated  hereby,
provided  that in  connection  therewith  the Issuer  shall not be  required  to
qualify  as a foreign  corporation  or to file a general  consent  to service of
process in any jurisdiction  other than consent to service of process under such
state  securities  laws.  The  Issuer  also  agrees  to  reimburse  CSI  for any
reasonable fees or costs incurred in so qualifying the Notes.


5.       Conditions Precedent.

         At or promptly after the execution of this Agreement, and as conditions
precedent to any  obligations of CSI hereunder,  there shall have been furnished
to CSI, in form and substance satisfactory to CSI:

         (i)      an original or photocopy of the executed Issuing and Paying
                  Agency Agreement;

         (ii)     a certified copy of  resolutions  duly adopted by the Board of
                  Directors  of  the  Issuer   authorizing   and  approving  the
                  transactions contemplated hereby;

         (iii)    a  certificate  of  incumbency  showing the officers and other
                  representatives  of the Issuer authorized to execute Notes and
                  to give instructions concerning the issuances of Notes;

         (iv)     an opinion of counsel to the Issuer addressed to CSI as to the
                  matters set forth in  subsections  (i)-(vii)  of Section  3(a)
                  above and as to such  other  matters  as CSI shall  reasonably
                  request;

         (v)      a copy of each  other  opinion  of  counsel  furnished  to any
                  Person that may be delivered in  connection  with the issuance
                  the  Notes,  including,   but  not  limited  to,  any  opinion
                  delivered  under or relating to the Issuing and Paying  Agency
                  Agreement, each of which shall be addressed to CSI;

         (vi)     true and correct copies of the letters  assigning  ratings and
                  of all other  correspondence  to the  Issuer  from the  rating
                  agencies that have assigned a rating to the Notes;

         (vii)    a copy  of the  Offering  Materials,  including  the  Offering
                  Memorandum, approved in writing by the Issuer;

         (viii)   true and correct copies of any documents relating to the Notes
                  executed by the Issuer and DTC; and

         (ix)     in connection  with  issuance of Notes in  book-entry  form, a
                  copy of the master note(s) evidencing such Notes.




<PAGE>


6.       Disclosure.

         (a) The Issuer  understands that, in connection with the offer and sale
   of the Notes,  from time to time  offering  materials,  including an Offering
   Memorandum  and any other  Company  Information  approved  by the  Issuer for
   dissemination  to  purchasers  or  potential  purchasers  of the  Notes  (the
   "Offering Materials"),  will be prepared by the Issuer, relating to the Notes
   and the Issuer,  which  Offering  Materials may be distributed to CSI's sales
   personnel and to purchasers and prospective purchasers of the Notes.

         (b) To provide a basis for the  preparation  of the Offering  Materials
   and to assist  in CSI's  ongoing  credit  review  procedures  and sale of the
   Notes, the Issuer agrees to furnish to CSI, as these items become  available,
   (i) the Issuer's  most recent report on Form 10-K filed with the SEC and each
   report on Form 10-Q or 8-K  filed by the  Issuer  with the SEC since the most
   recent Form 10-K,  (ii) the Issuer's  most recent  annual  audited  financial
   statements and each interim financial statement or report prepared subsequent
   thereto,  if not  included  in item (i)  above,  (iii) the  Issuer's  and its
   affiliates'  other publicly  available  recent  reports,  including,  but not
   limited  to, any  publicly  available  filings or reports  provided  to their
   respective  shareholders,  any  national  securities  exchange  or any rating
   agency,  and any  information  generally  supplied  in writing to  securities
   analysts  [in the case of an  Issuer  that is not a public  company,  specify
   similar information desired], (iv) research reports prepared by any brokerage
   house with respect to the Company,  (v) any other  information  or disclosure
   prepared  pursuant to Section 6(f) hereof,  and (vi) any other information or
   document  prepared or approved by the Issuer for  dissemination to purchasers
   or potential  purchasers of the Notes. In addition,  the Issuer shall provide
   CSI with such other information as CSI may reasonably request for the purpose
   of its ongoing credit review of the Issuer.

         (c) The Issuer  recognizes  that the accuracy and  completeness  of the
Offering  Materials  are  dependent  upon the accuracy and  completeness  of the
information  obtained by CSI and,  subject to Section 6(d) and Section 7 hereof,
CSI shall not be responsible for any inaccuracy in any Offering Materials.

         (d) CSI agrees that prior to the distribution of any Offering Materials
CSI will provide the Issuer with a copy thereof for the Issuer's  approval.  The
Issuer  agrees  promptly  to notify CSI in writing of the  Issuer's  approval or
disapproval of any Offering Materials submitted to the Issuer for review. If the
Issuer has not indicated its written approval,  and has not indicated in writing
the reasons why such  approval  cannot be given,  by the 14th calendar day after
the Offering  Materials are sent to the Issuer,  the Offering Materials shall be
deemed  approved by the Issuer on such 14th day. Any such approval by the Issuer
shall be deemed to be a representation by the Issuer that the Offering Materials
(excluding any information  furnished by CSI expressly for inclusion therein, as
set forth in the sections  thereof  entitled "CSI  Affiliates"  and  "Additional
Information")  so approved do not contain an untrue statement of a material fact
nor omit to state a  material  fact  necessary  in order to make the  statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

         (e) The  Issuer  represents  and  warrants  to CSI that  the  financial
statements of the Issuer  delivered or to be delivered to CSI in accordance with
this Section 6 are or will be in accordance with generally  accepted  accounting
principles  and  practices  in  effect  in the  United  States  on the date such
statements  were or will be prepared and fairly do or will present the financial
condition  and  operations  of the  Issuer at such date and the  results  of the
Issuer's operations for the period then ended.

         (f)  The  Issuer  further  agrees  to  notify  CSI  promptly  upon  the
occurrence of (i) any event that would render any fact contained in the Issuer's
most recent  financial  reports,  as submitted to CSI, untrue or misleading,  or
(ii) any event relating to or affecting the Issuer that would cause the Offering
Materials  then in use to include an untrue  statement of a material  fact or to
omit to  state a  material  fact  necessary  in  order  to make  the  statements
contained therein, in light of the circumstances under which they were made, not
misleading.  In such event,  the Issuer  agrees to supply CSI promptly with such
information as will correct such untrue or misleading statement or omission.


7.       Indemnification.

         (a) The  Issuer  agrees  to  indemnify  CSI and its  affiliates,  their
respective  directors,  officers,  employees,  and  agents,  and each person who
controls  CSI or its  affiliates  within  the  meaning  of the  1933  Act or the
Exchange  Act and any  successor  thereto  (CSI and each such  person  being and
"Indemnified Person") from and against any and all losses,  claims,  damages and
liabilities,  joint or  several,  to which  such  Indemnified  Person may become
subject under any applicable  federal or state law, or otherwise,  related to or
arising  out of (i) any  untrue  statement  or  alleged  untrue  statement  of a
material fact contained in the Offering Materials or in any information (whether
oral or written)  or  documents  furnished  or made  available  by the Issuer to
offerees  of the Notes or any of their  representatives  or the  omission or the
alleged  omission  to  state  therein  a  material  fact  necessary  to make the
statements therein not misleading in light of the circumstances under which they
were made, or (ii) any matter or transaction  contemplated  by this Agreement or
by the engagement of CSI pursuant to, and the performance by CSI of the services
contemplated by, this Agreement or by the engagement of CSI pursuant to, and the
performance  by CSI of the services  contemplated  by, this  Agreement and shall
promptly reimburse any Indemnified Person for all expenses  (including,  but not
limited to, fees and  disbursements of internal and external  counsel),  as they
are incurred,  in  connection  with the  investigation  of,  preparation  for or
defense of any pending or threatened  claim or any action or proceeding  arising
therefrom, whether or not such Indemnified Person is a party, provided, however,
that,  with respect to (ii),  the Issuer shall not be liable in any such case to
the  extent  such  loss,  claim,  damage  or  liability  is  finally  judicially
determined  to have  resulted  primarily  from  an  Indemnified  Person's  gross
negligence or willful misconduct.

         (b) Promptly after receipt by an Indemnified  Person under this Section
7 of notice of any claim or the  commencement  of any  action,  the  Indemnified
Person  shall,  if a claim in respect  thereof is to be made  against the Issuer
under  this  Section  7,  notify  the  Issuer  in  writing  of the  claim or the
commencement of that action;  provided,  however, that the failure to notify the
Issuer  shall not relieve it from any  liability  that the Issuer may have under
this  Section 7 except up to the  extent of any actual  and  material  prejudice
suffered by the Issuer as a result of such failure; and, provided, further, that
in no event shall the failure to notify the Issuer relieve it from any liability
that the  Issuer may have to an  Indemnified  Person  otherwise  than under this
Section 7. If any such claim or action shall be brought  against an  Indemnified
Person,  and it notifies  the Issuer  thereof,  the Issuer  shall be entitled to
participate  therein  and, to the extent that the Issuer  wishes,  to assume the
defense thereof with counsel reasonably  satisfactory to the Indemnified Person.
After notice from the Issuer to the Indemnified  Person of the Issuer's election
to assume the defense of such claim or action, the Issuer shall not be liable to
the  Indemnified  Person  under this  Section 7 for any legal or other  expenses
subsequently  incurred by the Indemnified  Person in connection with the defense
thereof other than reasonable  costs of  investigation.  The Issuer shall not be
liable for any  settlement  of any such action  effected  without  the  Issuer's
written  consent  (which  consent shall not be  unreasonably  withheld)  but, if
settled with the Issuer's  written  consent or if there is a final  judgment for
the  plaintiff  in any such  action,  the Issuer  agrees to  indemnify  and hold
harmless any Indemnified Person from and against any loss or liability by reason
of such settlement or judgment.

         (c) In  order  to  provide  for  just  and  equitable  contribution  in
circumstances in which the indemnification provided for in this Section 7 is for
any reason  unavailable or insufficient to hold harmless an Indemnified  Person,
other than as expressly  provided above,  the Issuer and CSI shall contribute to
the aggregate  costs of satisfying  such liability (i) in such  proportion as is
appropriate to reflect the relative  benefits received by the Issuer, on the one
hand, and CSI, on the other hand, or (ii) if the  allocation  provided by clause
(i)  above  is not  permitted  by  applicable  law,  in  such  proportion  as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the  relative  fault of the Issuer on the one hand and CSI on the
other with  respect the  statements  or omissions  which  resulted in such loss,
claim,  damage or liability or action in respect  thereof,  as well as any other
equitable  considerations.  The relative  benefits received by the Issuer on the
one hand and CSI on the other with respect to such  offering  shall be deemed to
be in the same  proportion as the aggregate  proceeds to the Issuer of the Notes
sold  pursuant  hereto  (before  deducting   expenses)  bear  to  the  aggregate
commissions  and fees  earned by CSI  hereunder.  The  relative  fault  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuer on the one hand or
CSI on the  other,  the intent of the  parties,  and their  relative  knowledge,
access to  information  and  opportunity  to  correct  or  prevent  such  untrue
statement  or  omission.  The Issuer and CSI agree that it would not be just and
equitable if  contributions  pursuant to this Section 7 were to be determined by
pro rata allocation or by any other method of allocation that does not take into
account the  equitable  considerations  referred  to herein.  The amount paid or
payable  by an  Indemnified  Person as a result of the  loss,  claim,  damage or
liability,  or action in respect  thereof,  referred to above in this  Section 7
shall be deemed to include,  for  purposes of this Section 7, but not be limited
to, any fees and  disbursements  of internal  and  external  counsel  reasonably
incurred by an Indemnified  Person in connection with investigating or defending
any such action or claim.  Notwithstanding the provisions of this Section 7, the
aggregate of all amounts paid by CSI pursuant to the foregoing  shall not exceed
the aggregate of the commissions and fees earned by CSI hereunder.

         (d)      The obligations of the Issuer in this Section 7 are in 
addition to any other liability that the Issuer may otherwise have.

         (e) The  provisions of this Section 7 shall survive the  termination of
this Agreement.


8.       Notices.

         All notices required under the terms and provisions  hereof shall be in
writing,  delivered by hand, by mail (postage prepaid), or by telex,  telecopier
or telegram, and any such notice shall be effective when received at the address
specified below.


If to the Issuer:                   If to CSI:

HomeSide Lending, Inc.              Chase Securities Inc.
7301 Baymeadows Way                 270 Park Avenue, 9th Floor
Jackonsville, Florida  32256        New York, New York  10017
Attention:  James Krakau            Attention:  Money Market Division
Fax No.:  904-281-7766              Fax No.:  212-834-6560

or,  if to any of the  foregoing  parties  or their  successors,  at such  other
address as such party or  successor  may  designate  from time to time by notice
duly given in  accordance  with the terms of this  Section 9 to the other  party
hereto.


9.       Governing Law.

         THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE  STATE OF NEW  YORK,  WITHOUT  REGARD  TO ITS  CONFLICT  OF LAWS
PROVISIONS.


10.      Entire Agreement.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto  with  respect to the matters  covered  hereby and  supersedes  all prior
agreements and understanding between the parties.


11.      Amendment and Termination; Successors; Counterparts.

         (a) The terms of this Agreement shall not be waived, altered, modified,
amended or supplemented in any manner  whatsoever  except by written  instrument
signed by both parties  hereto.  The Issuer or CSI may terminate  this Agreement
upon at  least  30  days'  written  notice  to the  other,  provided  that  such
termination  shall not affect the  obligations  of the  parties  hereunder  with
respect  to Notes  unpaid at the time of such  termination  or with  respect  to
actions or events occurring prior to such termination.

         (b) This  Agreement  shall be binding  upon and inure to the benefit of
the  parties  hereto and their  respective  successors  and  assigns;  provided,
however,  that the Issuer may not assign, either in whole or in part, any of its
rights or obligations  under this Agreement without the prior written consent of
CSI, and any such  assignment  without such consent shall be null and void.  CSI
may  assign  or  transfer,  either  in  whole or in part,  any of is  rights  or
obligations under this Agreement to any affiliate of CSI, upon at least 30 days'
prior written notice to the Issuer.

         (c) This  Agreement  may be executed in several  counterparts,  each of
which shall be deemed an original hereof.


12.      Captions.

         The Captions in this  Agreement are for  convenience  of reference only
and shall not define or limit any of the terms or provisions hereof.


13.      Severability of Provisions.

         Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof or  affecting  the validity of such  provisions  in any other
jurisdiction.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.

                                            HOMESIDE LENDING, INC.


                                            By:/s/Kevin Race
                                                 Name: Kevin Race
                                                 Title: Vice President and Chief
                                                        Financial Officer


                                            CHASE SECURITIES INC.


                                            By:/s/ Eugene Pickens
                                                Name:  Eugene Pickens
                                                Title:  Vice President